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9. The work of the board of directors

According to the Norwegian Public Limited Liability Companies Act, the Board has overall responsibility for the management of the Company, while the CEO is responsible for day-to-day management. The Board is responsible for ensuring that the Company’s activities are soundly organised, and for approval of all plans and budgets for the activities of the Company. The Board approves a statement of the duties, responsibilities and authorities of the CEO. 

The Board keeps itself informed about the Company’s activities and financial situation and are under an obligation to ensure that its activities, financial statements and asset management are subject to adequate control through the review and approval of the Group’s monthly and quarterly report and financial statements. The Board shall also ensure that the Company has satisfactory internal control systems.

The CEO is in charge of the day-to-day management of the Company, and is responsible for ensuring that the Company is organised in accordance with applicable law, the Company’s articles of association, and the decisions adopted by the Board and the Company’s general meeting. The CEO has particular responsibility for ensuring that the Board receives accurate, relevant and timely information in order to enable it to carry out its duties. The CEO shall also ensure that the financial statements of the company are in accordance with Norwegian legislation and regulations and that the assets of the company are soundly managed. 

The Board has formally assessed its performance and expertise in 2012 as recommended by the Norwegian Code.

The Board conducted 9 meetings during 2012 and the attendance was 90%. The Board spent significant time on the strategic positioning of the company following the decision to transform the Group from a production driven farming company to an integrated seafood protein producer.

The Board has chosen not to appoint a remuneration committee. Matters’ relating to remuneration of executive personnel is discussed in the Board without presence of the CEO or other executive personnel.

The Board has one subcommittee: 

The Board’s Audit Committee

The audit committee consists of 3 directors, Leif Frode Onarheim, Solveig Strand and Hege Sjo (the ”Audit Committee”). The responsibility of the Audit Committee is to monitor the Company’s financial reporting process and the effectiveness of its systems for internal control and risk management. The Audit Committee shall also keep in regular contact with the Company’s auditor regarding the auditing of the annual accounts and evaluate and oversee the auditor’s independence. The Audit Committee reviews ethics and compliance issues. All three members of the Audit Committee are deemed independent of the Company’s management. The Audit Committee reports to the Board. The Audit Committee conducted 10 meetings during 2012. Apart from the regular items to be covered by the committee, improvement in the internal control and risk management have been given particular priority during 2012.

Published date: 04 Jul 2013