According to Norwegian Company Act, the Board of Directors has the overall responsibility for management of the company, while the Chief Executive Officer is responsible for day-to-day management. The Board's responsibility for the management of the company includes responsibility for ensuring that the activities are soundly organised, approval of plans and budgets for the activities of the company. The Board shall ensure that the Company has good internal controls. The Board approves a statement of the duties, responsibilities and delegated authorities of the Chief Executive Officer.
The Board is regularly kept informed about the ongoing activities and the company's financial situation by the Chief Executive Officer. This is done by the Board's approval of the monthly and quarterly reporting as well as the approval of the annual accounts.
The Board has not elected a deputy chairman as recommended by the Norwegian code.
The Board has considered appointing formal board committees and has reached the preliminary conclusion that this is not an appropriate tool for the Board. However, ad hoc committees with Board members will and has been appointed from time to time in order to ensure preparation of matters. Further the composition of the Board is a collegium which has the competence required to fulfill the role of an audit committee.
The Nomination Committee
The Annual General Meeting in 2007 appointed a nomination committee as an additional corporate body. The nomination committee consists of a total of three members who shall be shareholders or representatives of shareholders. The members of the nomination committee, including its chairman, are elected by the Annual General Meeting for two years at a time, however so that not more than two of the members have concurrent election periods. The nomination committee submits its recommendations to the Annual General Meeting regarding the election of members to the Board of Directors and remuneration for the board members.
New members to the Nomination Committee are presented to the General Meeting by the Nomination Committee itself.
The Norwegian Code is complied with.
Remuneration of the Board of Directors
Remuneration for members of the Board of Directors is determined by the Annual General Meeting. The remuneration reflects the Board's responsibility, expertise, time commitment and the complexity of the company's activities. The remuneration is not linked to performance of the company. All members of the Board, with the exception of the chairman, receive the same remuneration. The fees paid to the members of the Board are made up of an annual fee. Information about the remuneration paid to members of the board of directors is provided in the annual report page 89.
The Norwegian Code is complied with.
Remuneration of corporate management
Remuneration of the Chief Executive Officer is decided by a convened meeting of the Board of Directors. Information about the total remuneration paid to the Chief Executive Officer is provided in the annual report page 89.