Corporate governance

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Adopted by the Board of Directors on the 29th of August 2006 and updated with effect from 22nd of April 2022




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1. Introduction

 

1.1 Background

AUSTEVOLL SEAFOOD ASA ("AUSS" or the "Company"), is a holding company and the parent company in AUSS’ group of portfolio companies ("the Group"). It is established and registered in Norway and governed by Norwegian law. The Company’s aim is to observe all relevant laws and regulations, and the Norwegian recommendation for corporate governance. This also applies for all other companies within the Group, and consequently this document applies to the extent reasonable for all companies therein.

In 2006 the Company adopted its first formal Corporate Governance Policy. The Board of Directors have later examined revised versions of the Norwegian Code of Practice for Corporate Governance (the “Code of Practice”), published by the Norwegian Corporate Governance Board (“NUES”), and has approved and adopted this as the Company’s Corporate Governance Policy. The Company is obliged to act in compliance with laws and regulations as applicable from time to time in respect of handling and control of insider trading rules and information to the shareholders and the market. The latest revision to the Code of Practice was published by NUES on the 14th of October 2021 (www.nues.no), and the Company’s current Corporate Governance Policy is effective as of that date. This fully reflects the Board’s approval of the Code of Practice without reservations.


1.2 Objective

This governing document contains measures which have been and will be implemented to secure efficient management and control of the activities of the Company. The main objective is to establish and maintain systems for communication, surveillance and incentives which will increase and maximize the financial results of the Company, its long-term soundness and overall success, and investment return for its shareholders. The development and improvement of the Company’s Corporate Governance is a continuous and important process, on which the Board of Directors and the Executive Management keep a keen focus.

 


1.3 Rules and regulations

The Company is a public limited company listed on the Oslo Stock Exchange.

In that respect the Company is subject to the corporate governance regulations contained in the Public Limited Companies Act 1997 (asal.), the Securities Trading Act 2007 (vphl.), the Market Abuse Regulation (MAR), the Issuer Rules for Oslo Børs (Issuer Rules) and other applicable legislation and regulations. The Company endorses the Code of Practice issued by NUES most recently revised on the 14th of October 2021.

 


1.4 Management of the Company 

Management of and control over the Company is divided between the shareholders, represented through the general meeting of the shareholders, the Board of Directors and the Managing Director (CEO) in accordance with applicable legislation.

The Company has an external and independent auditor.

 


1.5 Implementation and reporting on Corporate Governance 

The Board of Directors must ensure that the Company implements sound corporate governance.

The Board of Directors must provide a report on the Company’s corporate governance in the directors’ report or in a document that is referred to in the directors’ report. The report on the Company’s corporate governance must cover every section of the Code of Practice.

If the Company does not fully comply with the Code of Practice, the Company must provide an explanation of the reason for the deviation and what solution it has selected.

The Board has decided to follow the Code of Practice from NUES and the Group has drawn up a separate policy for Corporate Governance. Any deviations from the Code of Practice are included in this corporate governance statement.

Deviation from the Code of Practice : None

 

 

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