Implementation and reporting
It is of importance to the Company to regulate the division or roles between Shareholders, the Board of Directors, and the Executive Management. Hence, the Company has adhered to the principles of the Code.
Business
Solstad Offshore ASA´s objective as described in the Articles of Association, is to conduct integrated shipping operations with advanced vessels in its market segments, utilizing owned or chartered vessels. The operations are primarily the provision of maritime services to the oil and gas and renewable energy industries. The Company´s Articles are available online at www.solstad.com. More details about the Company´s objective and strategy are set out in the Annual Report on page 3 – 5.
Solstad Offshore ASA maintains its guidelines for ethical conduct and social responsibility aimed at securing values and corporate culture in the organization, in order to provide a basis for value creation, safe and green operations, workplace satisfaction, positive reputation and innovation.
Equity and dividends
At year-end 2021, the Company’s equity amounted to MNOK 3,083. In a longer perspective, the Company aims is to give the Shareholders an attractive return on invested capital, by increased share price and dividends.
Due to the current market situation and certain restrictions of the financial agreements with the Company´s lenders, The Company will not pay dividends for 2021 or for the coming years.
On the General Meeting, held on 25. May 2021, no authorization was given to the Board of Directors in respect of increasing of the share capital.
Equal treatment of shareholders
Solstad Offshore ASA has one class of shares. All shares have equal rights.
An authorization to the Board of Directors to acquire treasury shares is normally contingent to take place at Oslo Stock Exchange.
Shares and negotiability
The shares in Solstad Offshore ASA are freely tradable. The Articles of Association set no limitations on transactions.
General meeting
The Annual General Meeting is held in the month of May or June. According to the Articles of Association, the notice and related documents are posted on the Company’s website no later than three weeks in advance. The Company endeavours to ensure that the documents contain all necessary information to enable shareholders to vote on all matters. The Chairman of the Board takes part in the General Meeting, as does the Company Auditor. The Board aims for as many Shareholders as possible to attend. Shareholders who cannot attend, may be represented by proxy and the procedures for voting by proxy are described in the notice. The proxy authorization form is designed to allow Shareholders to vote on individual items and individual candidates for election or re-election. The agenda is determined by the Board of Directors, according to the article 6 of the Articles of Association. The Chairman of the Board opens the General Meeting and a chairperson for the meeting is elected. The minutes of the General Meeting are published as a Stock Exchange notice and on the Company’s website.
Nomination committee
The Articles of Association states that the Company shall have a Nomination Committee of 2-3 members, the final number to be decided by the General Meeting. The Nomination Committee shall propose candidates to the Board of Directors and to the nomination committee, and propose remuneration of the Board of Directors and members of the nomination committee. The General Meeting will elect the members of the nomination committee, including the chairperson, and set their remuneration. The guidelines for the nomination committee and their contact details are published on the Company website.
Board of Directors, composition and independence
The nomination committee’s primary goal is to propose candidates who will ensure that the Company has a Board of Directors with the most relevant expertise, capacity, and diversity. The Board should be composed of Directors who act independently of special interests, and the majority of the Directors should be independent of any major Shareholder. The composition should also reflect gender equality, and both genders shall be represented with at least 40% in the Board of Directors. Directors are elected for a two-year term of office.
Work of the Board of Directors
There are six to eight scheduled Board Meetings annually, augmented by telephone conferences when needed. Instructions for the Board and Executive Management are in place. Procedures for internal control is exercised according to the adopted guidelines and reviewed with the auditor and Board on an annual basis. The Board receives a monthly financial report. The Board elects one of the directors to chair the meeting in the absence of the Chairman. An audit committee consists of three independent directors, elected by the Board of Directors.
The Company maintains rules to ensure that the Board of Directors and Executive Management report to the Board in case of any direct or indirect material interest in any contract signed by the Company.
Risk management and internal control
The Board seeks through its work to ensure that the Company maintains good standards of internal control and appropriate systems of risk management, considering the scope and nature of the Company’s business, and the provisions that govern the business. The Company has established a system of operation and administration that relies on work procedures and job descriptions. The system also covers social responsibility and ethical guidelines. There is a commitment to quality assurance. The Board receives information about operational, administrative, and financial developments in monthly reports. The Board reviews the corporate strategy and the business plan annually, including analysis of the Company’s risk exposure. Exposure is monitored monthly through the reports from the Administration.
Remuneration of Directors
The remuneration of the Board of Directors is in line with comparable companies in the industry. The amounts involved are reported in the financial statements. The Directors do not have share options. In cases where members of the Board should undertake significant additional work for the Company, all Directors will be informed and fees shall be approved by the Board. The fees are reported in the financial statements. All transactions between Directors or employees (or companies that they represent or are associated with) on the one hand, and the Company on the other, are implemented in accordance with the arm’s length doctrine.
Apart from the details included in the notes regarding remuneration of the Directors, companies that they represent or are associated with, the Company has no other obligations. Remuneration of the Directors is considered to reflect the market conditions.
Remuneration to Executive Management
The remuneration of the Managing Director is determined by the Board. Other elements of the remuneration are reported in the notes to the financial statements. The guidelines for remuneration of the Executive Management are presented to the General Meeting and remuneration guidelines can be found on the Company website.
Information and communications
The Company has a policy of treating all shareholders and other market participants equally, communicating relevant information on significant developments of the Company´s business and standing in a timely manner.
Presentations of the financial reports are made according to the financial calendar posted on the Company website and filed as a notice with the OSE. Furthermore, frequent briefings and discussions are held with analysts and investors. Information is disclosed through stock exchange notices, discussions with analysts, and general briefings for investors, as well as special briefings for stockbrokers and investors. The Company adheres to the recommendations of the OSE regarding Investor Relations reporting.
Take-overs
The shares in the Company are freely tradable, and the Articles of Association does not hold specific defense mechanisms against take-over situations. In a potential bid-situation, the Board will work to inform Shareholders and allow time to decide on the offer. Furthermore, the Board will issue a statement to the Shareholders with an assessment of the bid and a recommendation of whether to accept it or not.
Auditor
The Auditor of the Company is elected at the Annual General Meeting, which also approves its remuneration. The Auditor sets out the highlights of the audit plan to the audit committee annually. The auditor also presents a report with its views and observations regarding the accounting principles, risk areas, internal control routines, and other aspects. Furthermore, the Auditor will each year deliver a written report to affirm its compliance with certain impartiality and objectivity standards. The Auditor attends Board Meetings to discuss the financial statements for the year and attends the Annual General Meeting.
Important consultancy work performed by the Auditor requires prior approval by the Directors. The remuneration to the auditor is reported in the financial statements. Once a year, the Board of Directors meets with the Auditor for discussions without the Managing Director or other representatives from the administration present.