3.1 The company should have an equity capital at a level appropriate to its objectives, strategy and risk profile.
3.2 The board of directors should establish a clear and predictable dividend policy as the basis for the proposals on dividend payments that it makes to the general meeting. The dividend policy should be disclosed.
3.3 Mandates granted to the board of directors to increase the company’s share capital should be restricted to defined purposes and should be limited in time to no later than the date of the next annual general meeting. This should also apply to mandates granted to the board for the company to purchase its own shares.
Equity
Marine Harvest shall have equity suitable for the character of the operations, taking into consideration that fish farming is a cyclical business. The group equity as of 31 December 2007 amounted to NOK 12,465 million, which is 54 percent of the total capital. The board deems this to be adequate for the company’s strategy and risk profile.
Dividend policy
Marine Harvest shall establish and maintain a financial position that will enable the company to lead the further restructuring of the seafood industry. The company shall maximize shareholder values by both increasing the value of the company’s equity and distributing shareholders’ dividends. Equity not deemed necessary for further growth shall be returned to shareholders as dividends, redemption of shares or in other ways. For a business cycle, where the company is in normal operations, the company aims to pay approximately half of the annual result after taxes as dividends.
In 2007 Marine Harvest divested its 100% subsidiary Lighthouse Caledonia in the form of a dividend distribution to its shareholders.
Capital increase relating to option program for executive management
At the ordinary general meeting on June 13 2007, the Board got the mandate to initiate a share issue in connection with option programs for executive management. The share capital may be raised by NOK 30,9 million by issuing up to 41 250 000 new shares to employees in accordance with existing and future option contracts.
The authorisation is to apply until the date of the Company’s annual general meeting in 2008, but not for longer than until 30 June 2008.No shares were issued under this mandate in 2007.
In 2007 6 250 000 shares were issued as a result of a stock program established in Pan Fish in 2005.
Purchasing of own shares
At the ordinary general meeting on June 13th 2007, the board was given authorisation to acquire the company’s own shares on behalf of the company, including establishing a consensual charge on the company’s own shares, for a total nominal amount of up to NOK 260,9 million, equal to 10 % of the current share capital. The highest amount that can be paid per share is NOK 12 and the lowest is NOK 3. The acquisition and sale of the company’s own shares may take place as the board finds expedient, although not subscribing for own shares. The authorisation shall apply until the date of the company’s annual general meeting in 2008, but not for longer than until 30 June 2008.
No shares were purchased under this authorization in 2007.
Mandate to increase the share capital
On June 13th 2007 the general meeting decided to authorise the Board to increase the share capital by up to NOK 652 293 417.75 by the issuance of up to 869 724 557 shares, each with a nominal value of NOK 0.75.
The increase in share capital in accordance with the authorisation is to be carried out in the way and on the date that the Board finds the most expedient at any time based on the company’s and shareholders’ best interests. The authorisation may be used once or several times up to the stated amount. The authorisation entitles the Board to waive the shareholder’s pre-emptive right to new shares. The authorisation covers mergers and demergers, of sections 13-5 and 14-6 of the Public Limited Companies Act. Payments for the shares may be made in assets other than money. The Board is to determine the more detailed subscription terms and conditions, including the subscription price, and make any amendments to the Articles of Association that are necessary as a result of increases in capital based on the authorisation.
The authorisation is to apply until the date of the Company’s annual general meeting in 2008, but not for longer than until 30 June 2008.
No shares were issued under this authorisation in 2007.
The code of practice’s recommendation that this mandate should be restricted to a defined purpose has not been complied with.
The company has no other deviations from the code of practice.