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Corporate Governance
The board has overall responsibility for safeguarding the interests of all shareholders and other stakeholders. Furthermore, it is the board’s duty and responsibility to exercise overall control of the company and to supervise the management and the company’s operations. The division of roles between the board and management is specified in Kitron’s rules of procedure for the board. The board has approved an annual meeting plan for its work, which includes meetings with a special focus on strategy and budgeting. The board conducts a self-evaluation once a year.
The rules of procedures for the board of directors also include a statement on how the board of directors and the senior management shall handle agreements with related parties, including whether an independent valuation shall be obtained. The board of directors shall include a report on such agreements in the annual report.
Kitron’s board shall also serve as a constructive and qualified discussion partner for the executive management. One of the board’s key duties is to establish appropriate strategies for the group. It is important in this context that the board, in cooperation with the management, ensures that the strategies are implemented, that the results are measured and evaluated and that the strategies are developed in the most appropriate way. Kitron has defined performance parameters for the strategies and can thus measure their performance.
The board receives financial reports on a monthly basis from the administration. The underlying data for these reports are prepared at each reporting unit. The information is checked, consolidated, and processed by the group’s corporate financial staff to produce the consolidated reports that are submitted to the board. The reports also include relevant operational matters. The group does not have a separate internal audit function. Account controls are exercised through segregation of duties, guidelines and approval procedures. The corporate financial staff is responsible for establishing guidelines and principles. The corporate financial staff handles the group’s financial transactions. Each profit center is responsible for the commercial benefit of manufacturing contracts. Responsibility for the commercial content of significant procurement contracts rests with the corporate sourcing organization.
The board conducts annual evaluations of the executive managers and their performance. These evaluations also cover an assessment of cooperation between the board and the management. The results of these evaluations represent an important element in the remuneration and incentive programs, which are described in the notes to the financial statements.
The board had 11 meetings during 2023 with 99 percent participation.
The board’s audit committee is appointed by Kitron ASA’s board of directors and is a sub-committee of the board. The audit committee mandate was revised and updated in 2020 in accordance with new regulations. The audit committee will on behalf of the board supervise the financial reporting process to ensure the integrity of the financial statements. The audit committee will also go through the company’s internal supervisory/control routines and risk management system, the external audit process including a recommendation in the choice of an external auditor, the company’s routines regarding compliance with laws and regulations affecting the financial reporting and the company’s code of conduct.
The role of the audit committee is to prepare matters for consideration by the Board, to support the Board in its supervisory responsibilities and to ensure that the requirements made of the company in connection with its listing on the stock exchange are complied with.
The committee consists of two shareholder-elected board members and one employee-elected board member. The independent auditor usually attends the meetings. During 2023 there were 5 audit committee meetings.
The HR & Remuneration Committee is appointed by Kitron ASA’s board of directors and is a sub-committee of the Board. The committee consists of three members elected among the members of the board.
The HR & Remuneration Committee will on behalf of the board supervise remuneration and incentive schemes, mainly related to the CEO and the Corporate Management Team (CMT). The committee will oversee the company’s management succession plan as well as the company’s talent management. During 2023 there were 6 remuneration committee meetings.
