Corporate Governance

Kitron’s Corporate Governance principles clarify the division of roles between shareholders, the board of directors and the corporate management. The principles are also intended to help safeguard the interests of shareholders, employees and other stakeholders, such as customers and suppliers, as well as society at large. The primary intention is to increase predictability and transparency, and thereby reduce uncertainties associated with the business.

It is Kitron’s intent to practice good corporate governance in accordance with laws and regulations and the recommendations of Oslo Børs under the ‘comply or explain’ concept. This review has been prepared by the board of Kitron, and it is the board’s intention to comply with the Norwegian Code of Practice for Corporate Governance dated 30 October 2014 (“the Code”). The Code is available at www.nues.no/en/ 

Corporate responsibility:
Basic values and ethical guidelines for Kitron
Raising concerns - Whistleblowing

Kitron is in compliance to the Norwegian Code of Practice for Corporate Governance (except on one point that is explained underneath):

1. Implementation and report on Corporate Governance
2. Business purpose
3. Equity and dividends
4. Equal treatment of shareholders and transactions within close associations
5. Freely negotiable shares
6. General Meetings
7. Nomination Committee
8. Corporate assembly and Board of directors: composition and independence
9. The work of the Board of directors
10. Risk management and internal control
11. Remuneration of the Board of directors
12. Remuneration of the Executive Personnel
13. Information and Communications
14. Take-overs
15. Auditor

According to the Kitron’s own evaluation, Kitron deviates from the code on the following point:

§6 General Meetings
-   Vote separately on each candidate.
-   Currently the three major shareholders represent approximately 70 per cent of the votes, and the same shareholders are represented in the nomination committee. For practical reasons in the voting, the candidates are grouped into one vote.
-   All members of the Board of Directors, the Nomination Committee and the auditor are present.
-   The Chairman of the Board, The Chairman of the Nomination Committee and the auditor are always present to respond to any questions. From the Group perspective, this is considered sufficient.
-   Independent chairman for the general meeting.
-   The Chairman of the Board normally chairs the General Meeting.

The Board will make arrangements for an independent chair if the setting so requires.