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The corporate governance principles of Comrod Communication ASA (Comrod) comply with the Norwegian Code of Practice.
Business
Comrod is a technology group committed to developing and commercializing communication and composite products based on innovative technology.
Its goal is to rank among the leading international players in selected markets, and to gain market shares through innovative and competitive solutions in close cooperation with key customers.
Activities relating to communication products are defined as a priority area for the group in its articles of association.
The group's articles of association will appear in the annual report.
Equal treatment
Comrod has only one class of shares.
In the event of capital increases, all shareholders will normally be treated equally. If this is not the case, the other shareholders will, as far as possible and through the adoption of subsequent measures, be restored to the position they would have held had they participated in the capital increase.
Transactions by the group in its own shares will be conducted through the stock exchange.
Special care will be exercised in respect of transactions with other parties in which the group's shareholders, directors, management or closely related parties have a financial or personal interest.
Not insignificant transactions with other parties in which the group's shareholders, directors, management or closely related parties have a financial or personal interest will be evaluated by an independent third party.
Free marketability
All shares in Comrod are freely marketable.
Equity
Comrod's equity will be aligned with the group's goals, strategy and risk profile.
The authority to issue shares is limited to special cases and is normally renewed at each annual general meeting.
Dividends
The group concentrates on growth opportunities, and Comrod will make the investments required to realize these. Annual dividend will be balanced against opportunities for expansion.
The group's shareholders will receive a competitive return on their shares, primarily through the rise in the share price .
Annual general meeting
The final deadline for registering to attend the annual general meeting is three days in advance.
Shareholders who are unable to attend may vote by proxy.
All relevant documentation will be sent to shareholders no later than two weeks before the date of the AGM.
Composition and independence of the board
The main emphasis in the board's composition will be to assemble sufficient expertise to make independent evaluations of the group's operations and to act as a well-functioning collegial body.
At least half the shareholder-elected directors should be independent of the group's management and principal business connections.
In this context, independent means:
The chief executive officer will not have a seat on the board.
A description of the expertise and independence of the directors will be included in the annual report.
The period of election for directors is two years.
Nomination committee
The group has a separate nomination committee elected by the AGM.
The nomination committee consists of three members, one of whom must be a director.
The nomination committee will evaluate the work and competence of the board, and propose candidates for election as directors.
The nomination committee will propose the fees to be paid to directors.
The nomination committee's recommendations and relevant information on the candidates will be circulated with other documentation for the AGM.
Work of the board
Regulations have been drawn up to govern the work of the board.
The board organizes its work on the basis of an annual schedule.
The board will ensure that the group is well managed, with a clear internal division of responsibility and tasks.
Regulations for the chief executive officer have been drawn up.
The board will work with the chief executive officer and the auditor to ensure that the group is run in accordance with its basic values and ethical guidelines.
An evaluation by the board of its own work will be submitted to the nomination committee.
Board committees for remuneration and financial reporting have not been established.
Remuneration to the board
Remuneration to the board will reflect its responsibilities, expertise and use of time, and the complexity of its activities.
Remuneration of the board will not be bonus-linked.
Directors may be included in any share option schemes for senior executives in the group.
Directors, or companies with which they are connected, will not normally undertake special tasks for the company in addition to their board duties.
In special cases, a director may be asked to assist the management team in particular matters. Such assignments must be approved by the chief executive officer, and the board will also be informed. Remuneration will reflect normal levels for the type of assignment involved. The position must be mentioned in the annual report.
Directors and closely related parties must obtain prior permission to deal in the company's shares.
Directors and closely related parties are not permitted to engage in short-term dealing in the company's shares.
Remuneration of senior executives
Guidelines have been drawn up for the remuneration of senior executives. The main points are listed in the annual report.
Salary and other remuneration for the chief executive officer is defined by the board at a meeting. The board is also informed of the remuneration of senior executives.
Remuneration will, in both form and size, encourage long-term value creation in the company.
The group believes that cautious use of share options and/or equivalent instruments and/or bonus schemes will encourage long-term value creation.
Prior authorization must be obtained from the AGM for option schemes and other agreements relating to the allocation of shares.
All components in the remuneration of the chief executive officer and all remuneration of other senior executives will be described in the annual report.
Senior executives and closely related parties who deal in the company's shares must obtain prior authorization.
Senior executives and closely related parties are not permitted to engage in short-term dealing in the company's shares.
Comrod's information policy
The group's information policy is based on openness and equal treatment of all shareholders.
All shareholders will receive correct, clear, relevant and up-to-date information.
The emphasis will be on information about central value drivers and risk factors.
While the chief executive officer will be the company's spokesperson in normal matters, the chairman of the board will also be involved in providing information on matters of a special character.
The group will comply with the Oslo Stock Exchange's requirements concerning the availability of information.
The group will provide shareholders with the opportunity to present their views by holding regular presentations.
Takeover bids
In the event of a potential takeover or in restructuring processes, the holdings and interests of all shareholders will be safeguarded.
Unless special grounds exist for so doing, no attempt will be made to obstruct or impede the submission of a takeover bid.
If a takeover bid is submitted, the board will not use its authority or take other measures designed to impede the bid without the prior approval of the general meeting after the bid has been made known. The board will still be bound by resolutions adopted by previous general meetings.
Transactions which would in reality involve disposal of the entire company's operations will be submitted to the general meeting if this is deemed necessary.
Auditor
The auditor will provide annual written confirmation of his or her impartiality and objectivity.
The auditor will attend board meetings that deal with the annual accounts.
The auditor will also present a report giving his/her view of such items as accounting principles, risk areas, internal control procedures, etc, and plans for implementing their own work.
All important correspondence from the auditor will be presented to the board.
In principle the auditor will not be used for assignments other than audit work and matters naturally associated with auditing, such as clarification of accounting regulations, normal tax matters, etc.
The AGM will receive a report on the auditor's fee, broken down into legally required auditing and remuneration relating to other assignments.
[1]) somebody who owns 10 per cent or more of the company's shares.
Business
Comrod is a technology group committed to developing and commercializing communication and composite products based on innovative technology.
Its goal is to rank among the leading international players in selected markets, and to gain market shares through innovative and competitive solutions in close cooperation with key customers.
Activities relating to communication products are defined as a priority area for the group in its articles of association.
The group's articles of association will appear in the annual report.
Equal treatment
Comrod has only one class of shares.
In the event of capital increases, all shareholders will normally be treated equally. If this is not the case, the other shareholders will, as far as possible and through the adoption of subsequent measures, be restored to the position they would have held had they participated in the capital increase.
Transactions by the group in its own shares will be conducted through the stock exchange.
Special care will be exercised in respect of transactions with other parties in which the group's shareholders, directors, management or closely related parties have a financial or personal interest.
Not insignificant transactions with other parties in which the group's shareholders, directors, management or closely related parties have a financial or personal interest will be evaluated by an independent third party.
Free marketability
All shares in Comrod are freely marketable.
Equity
Comrod's equity will be aligned with the group's goals, strategy and risk profile.
The authority to issue shares is limited to special cases and is normally renewed at each annual general meeting.
Dividends
The group concentrates on growth opportunities, and Comrod will make the investments required to realize these. Annual dividend will be balanced against opportunities for expansion.
The group's shareholders will receive a competitive return on their shares, primarily through the rise in the share price .
Annual general meeting
The final deadline for registering to attend the annual general meeting is three days in advance.
Shareholders who are unable to attend may vote by proxy.
All relevant documentation will be sent to shareholders no later than two weeks before the date of the AGM.
Composition and independence of the board
The main emphasis in the board's composition will be to assemble sufficient expertise to make independent evaluations of the group's operations and to act as a well-functioning collegial body.
At least half the shareholder-elected directors should be independent of the group's management and principal business connections.
In this context, independent means:
- directors receive no remuneration other than their director's fees
- director's fees are not bonus-linked
- directors have no close family ties to the chief executive officer
- directors do not have or represent any significant business relationships with the company.
The chief executive officer will not have a seat on the board.
A description of the expertise and independence of the directors will be included in the annual report.
The period of election for directors is two years.
Nomination committee
The group has a separate nomination committee elected by the AGM.
The nomination committee consists of three members, one of whom must be a director.
The nomination committee will evaluate the work and competence of the board, and propose candidates for election as directors.
The nomination committee will propose the fees to be paid to directors.
The nomination committee's recommendations and relevant information on the candidates will be circulated with other documentation for the AGM.
Work of the board
Regulations have been drawn up to govern the work of the board.
The board organizes its work on the basis of an annual schedule.
The board will ensure that the group is well managed, with a clear internal division of responsibility and tasks.
Regulations for the chief executive officer have been drawn up.
The board will work with the chief executive officer and the auditor to ensure that the group is run in accordance with its basic values and ethical guidelines.
An evaluation by the board of its own work will be submitted to the nomination committee.
Board committees for remuneration and financial reporting have not been established.
Remuneration to the board
Remuneration to the board will reflect its responsibilities, expertise and use of time, and the complexity of its activities.
Remuneration of the board will not be bonus-linked.
Directors may be included in any share option schemes for senior executives in the group.
Directors, or companies with which they are connected, will not normally undertake special tasks for the company in addition to their board duties.
In special cases, a director may be asked to assist the management team in particular matters. Such assignments must be approved by the chief executive officer, and the board will also be informed. Remuneration will reflect normal levels for the type of assignment involved. The position must be mentioned in the annual report.
Directors and closely related parties must obtain prior permission to deal in the company's shares.
Directors and closely related parties are not permitted to engage in short-term dealing in the company's shares.
Remuneration of senior executives
Guidelines have been drawn up for the remuneration of senior executives. The main points are listed in the annual report.
Salary and other remuneration for the chief executive officer is defined by the board at a meeting. The board is also informed of the remuneration of senior executives.
Remuneration will, in both form and size, encourage long-term value creation in the company.
The group believes that cautious use of share options and/or equivalent instruments and/or bonus schemes will encourage long-term value creation.
Prior authorization must be obtained from the AGM for option schemes and other agreements relating to the allocation of shares.
All components in the remuneration of the chief executive officer and all remuneration of other senior executives will be described in the annual report.
Senior executives and closely related parties who deal in the company's shares must obtain prior authorization.
Senior executives and closely related parties are not permitted to engage in short-term dealing in the company's shares.
Comrod's information policy
The group's information policy is based on openness and equal treatment of all shareholders.
All shareholders will receive correct, clear, relevant and up-to-date information.
The emphasis will be on information about central value drivers and risk factors.
While the chief executive officer will be the company's spokesperson in normal matters, the chairman of the board will also be involved in providing information on matters of a special character.
The group will comply with the Oslo Stock Exchange's requirements concerning the availability of information.
The group will provide shareholders with the opportunity to present their views by holding regular presentations.
Takeover bids
In the event of a potential takeover or in restructuring processes, the holdings and interests of all shareholders will be safeguarded.
Unless special grounds exist for so doing, no attempt will be made to obstruct or impede the submission of a takeover bid.
If a takeover bid is submitted, the board will not use its authority or take other measures designed to impede the bid without the prior approval of the general meeting after the bid has been made known. The board will still be bound by resolutions adopted by previous general meetings.
Transactions which would in reality involve disposal of the entire company's operations will be submitted to the general meeting if this is deemed necessary.
Auditor
The auditor will provide annual written confirmation of his or her impartiality and objectivity.
The auditor will attend board meetings that deal with the annual accounts.
The auditor will also present a report giving his/her view of such items as accounting principles, risk areas, internal control procedures, etc, and plans for implementing their own work.
All important correspondence from the auditor will be presented to the board.
In principle the auditor will not be used for assignments other than audit work and matters naturally associated with auditing, such as clarification of accounting regulations, normal tax matters, etc.
The AGM will receive a report on the auditor's fee, broken down into legally required auditing and remuneration relating to other assignments.
[1]) somebody who owns 10 per cent or more of the company's shares.
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