The Annual General Meeting ranks at the top of the corporate governance structure.
All shareholders are entitled to submit items to the annual meeting's agenda, to meet, speak and vote. In accordance with Norwegian corporate law, shareholders or their authorized representatives must be present in order to vote. In addition, votes can be given only for shares registered in the owner’s name.
Holders of shares in the form of American Depository Shares (ADSs) need to exchange their ADSs for shares in accordance with the Deposit Agreement and then register such shares with the Norwegian Registry of Securities (Verdipapirsentralen) if they want to vote their shares at the annual meeting.
The meeting is normally held in May. Notice of the meeting is sent to all shareholders individually, or to their depository banks, at least two weeks in advance of the meeting.
The annual meeting of shareholders elects the Nomination Committee, the shareholders' representatives to the Board of Directors and approves the annual accounts, the board report and any proposed dividend payment. The framework for possible future share incentive rights (SIRs) is also approved by the Annual Meeting. In accordance with Norwegian legislation, shareholders consider and vote on the appointment of the external auditor based on the board’s proposal and approve the remuneration to be paid to the external auditor.
Normally, the board, the Nomination Committee and the external auditor are all present at the Annual General Meeting. An independent, qualified person leads the meeting.