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Corporate Governance

6.6 General Meeting
The General Meeting is called and held in accordance with the company’s articles of association. The Auditor and Chairman of the Board attend the General Meeting. Ample time shall be allowed for holding the General Meeting and for discussion.

6.7 Nominating Committee
More than 65% of the share capital is represented by the company’s Board of Directors. It is therefore not deemed necessary to establish a separate nominating committee.

6.8 Board of Directors, composition and independence
The Board plays an important role as a link and as a control function between the shareholders and the company’s management. The board members are elected for a term of one year at a time. The General Meeting also elects the Chairman of the Board.

Some of the board members have shares in the company. These are shares that have been acquired at market price. The Board is remunerated through a fixed directors’ fee.

The Board’s composition reflects the ownership structure and the need for a broad range of expertise in shipping, finance, law and HSE. The Chairman, Michael Steensland Brun, was employed in the company as Managing Director prior to the appointment as Chairman of the Board.

6.9 Work of the Board
The work of the Board and its meeting schedule is established once a year for the next 12-month period. The meetings include regular reporting and discussion in all relevant areas, including safety, quality, technical operations and finance. At least once a year, the company’s Auditor participates in a board meeting at which feedback is given on the company’s internal control, among other things.

6.10 Risk management and internal control
An important element in the company’s risk management and internal control is an open and systematic dialogue between the Board and the management. A detailed review of the company’s financial and operational position is carried out by the Board before presenting any quarterly report.

In general, there is a good dialogue between the Board and the management. No changes to the business plan or significant investments are made without prior discussion and approval by the Board.

6.11 Remuneration of the Board
The principles for remuneration of the Board and the management have remained unchanged for a long period of time. None of the Board’s members have any additional duties for the company. The Board has not been allocated options in the company.