The Nomination Committee is chosen by the General Meeting and is charged with proposing candidates to the board and with recommending the board’s and board committees’ remuneration. The Committee consists of three members, elected for two years at a time.
The Compensation Committee has been established by the board to handle cases which concern remuneration paid to the President and CEO. The Committee should keep itself informed of all remuneration schemes for executive Group employees. The Committee consists of three representatives of the board, one of whom is an employee representative.
The Audit Committee is elected by and from members of the board. The Audit Committee prepares matters for consideration by the board, which shall support the board in exercising its responsibility for financial reporting, auditing, internal control and risk management.
The company’s auditor is elected by the General Meeting and is charged with investigating the board and management’s administration of the company. The auditor should be independent. The auditor reports to the General Meeting, participates in board meetings when the annual financial statements are discussed and submits his or her views on the Group’s accounting policies and internal control procedures to the board.
Annual General Meeting
The shareholders primarily exercise their rights by participating and voting at the General Meeting, which is Hafslund’s highest governing body. The General Meeting discusses cases in accordance with Norwegian legislation, including approving the annual financial statements and report of the Board of Directors, distribution of dividends, election of sub-committees and the auditor, as well as changes in the Articles of Association.
Equal treatment of shareholders is a basic principle. Notification of the General Meeting and associated documentation, including the recommendation of the Nomination Committee, should as far as possible be made available on the company website no later than 21 days before the date of the General Meeting. Hafslund ASA should send out the notification, including any associated documentation and the recommendation of the Nomination Committee, to all registered shareholders no later than 14 days before the date of the General Meeting.
According to Norwegian law, the board is responsible for the management of Hafslund. It should seek to secure the responsible organisation of the business, monitor management and approve plans, budgets and necessary guidelines for the Group and its subsidiaries.
Members of the Board of Directors are elected for two-year periods and must satisfy impartiality requirements. None of the board members elected by the shareholders are Hafslund employees. The board comprises eight representatives, three of whom are elected by the employees. Two board members represent the second-largest owner, Fortum. The board evaluates its own performance once a year.
President and CEO
Hafslund’s President and CEO is responsible for the day-to-day management of the company’s activities. The division of responsibilities between the board and the President and CEO is defined in instructions for Hafslund’s Board of Directors.
Group management consists of the President and CEO and the Group Senior Vice Presidents heading Hafslund’s business units and central administrative functions. The Group Senior Vice Presidents assist the President and CEO in managing and monitoring business unit activities and on reporting to the company’s Board of Directors.