Nomination Committee Mandate and Charter
The Nomination Committee is responsible for evaluating and recommending candidates for members of the Board of Directors as well as proposing remuneration for members of the Board of Directors.
Purpose and mandate
The Articles of Association provide for a Nomination Committee (the "Committee"). The Committee shall evaluate and recommend candidates for Directors as well as Director's remuneration, and shall consider and report to the shareholders for resolution at the general meeting on the following matters:
- Nominees for election as members of the Board of Directors and the Chairperson of the Board of Directors.
- Nominees for election as members of the Committee and the Chairperson of the Committee.
- The proposed remuneration of the Board of Directors and the members of the Committee.
- Any proposed amendments to the Committee Mandate and Charter.
The report of the Committee to the general meeting shall be in writing and shall be distributed to the shareholders prior to the meeting.
- The Committee shall consist of three members to be elected by the shareholders at the general meeting. The Committee chairperson shall be a member of the Committee and shall be elected by the shareholders at the general meeting. The election period is two years, unless a shorter period has been decided by the general meeting. The Act relating to the Public Limited Liability Companies Sections 6-7, 6-8 and 6-27 applies correspondingly in relation to the members of the Committee.
- The majority of the members of the Committee shall qualify as "independent" in accordance with Norwegian law and practice.
- The Committee will over time seek to rotate its members in order to ensure renewal of the Committee. The Committee will seek to ensure rotation in a manner which ensures continuation.
The administrative procedures of the committee
- The Committee shall operate in accordance with common accepted principles for good corporate governance.
- The Committee shall meet as often as it deems appropriate and necessary, but at least once annually. The Committee will meet when called by the Committee chairperson or when requested by two members of the committee, by the chairperson of the Board of Directors, or by the CEO. The Committee chairperson and one member shall constitute a quorum. The Chairperson of the Board of Directors and/or of the Remuneration and Corporate Governance Committee of the Board of Directors, and the CEO shall at least annually consult with the meeting of the Committee.
- The meetings of the Committee will be minuted and the members of the Committee taking part in the meeting will sign the minutes.
- The Committee shall in each meeting have access to a register of the Company's shareholders.
- The matters that the Committee prepares for action by the shareholders at the general meeting shall have been determined in meetings where the members of the Committee have met in person or by phone.
Further responsibilities of the committee
The Committee shall:
- Develop appropriate search criteria for members of the Board of Directors in due consideration of the requirements of the Norwegian Public Limited Company Act, the Articles of Association of the Company and other applicable rules and regulations.
- In assessing the qualifications of prospective members of the Board, the Committee shall consider, in addition to any criteria set forth in the Norwegian Public Limited Company Act, the Articles of Association of the Company and other applicable rules and regulations, each prospective member's personal and professional integrity, experience, skills, ability and willingness to devote the time and effort necessary to be an effective board member, and commitment to acting in the best interests of the Company and its shareholders. Consideration shall also be given such that the Board will have an appropriate mix of backgrounds and skills.
- The Committee may adopt minimum qualifications that the Committee believes must be met by prospective nominees to the Board, qualities or skills that the Committee believes are necessary for one or more of the Company's directors to possess and standards for the overall structure and composition of the Company's Board of Directors.
- Entertain appropriate contact and dialogue with shareholders, the Board of Directors and the CEO to fully understand the Company's development and challenges.
- Assess whether nominees qualify as "independent directors" in accordance with Norwegian law and practice.
- Consider the size and composition of the Board of Directors and make recommendations to the shareholders at the general meeting for changes in the size of the Board as appropriate.
- Review comparable practice data regarding non-executive director compensation and make recommendations to the shareholders at the general meeting with respect to the amount and form of such compensation.
- Review and reassess the adequacy of the Committee Mandate and Charter at least annually, and propose revisions as appropriate.
- Conduct an annual evaluation of its own performance and provide a report to the shareholders at the general meeting.