These rules set out more detailed provisions regarding the duties, working procedures and responsibilities of the Board of Directors of B2Holding.
BOARD OF DIRECTORS' RULES OF PROCEDURE
This document is adopted to secure that B2Holding ASA (“B2Holding” or the “Company”, and together with its consolidated subsidiaries the “Group”) complies with applicable regulations regarding the Company’s business.
These rules set out more detailed provisions regarding the duties, working procedures and responsibilities of the board of directors of B2Holding, cf. section 6-23 of the Norwegian Public Limited Companies Act and the Company’s Corporate Governance Principles.
2.1 Appointment of Board
The General Meeting shall appoint the members of the Board and the chairman of the Board based on a proposal from the Company’s nomination committee.
A member of the Board is entitled to retire prior to the end of his or her term of appointment if special circumstances arise. If possible, the Board and the nomination committee shall be given reasonable prior notice thereof.
If the appointment of a member to the Board is terminated prior to the end of his or her term of appointment (due to death or retirement), and there is no deputy member, the Board shall ensure that the General Meeting appoints a new member for the remainder of such term of appointment. Provided that the remainder of the Board continues to constitute a quorum, such appointment may be postponed until the next Annual General Meeting.
3 THE DUTIES AND WORKING PROCEDURES OF THE BOARD
3.1 The duties of the Board of Directors
The Board is responsible for the management of the Company, including the appointment of a Chief Executive Officer to assume the daily management of the Company. The board members shall discharge their duties in a loyal manner, attending to the interests of the Company, and ensure that its activities are organised in a prudent manner. The Board shall adopt plans, budgets and guidelines applicable to the activities of the Company. The Board shall keep itself informed of the financial position of the Company, and has a duty to ensure that its corporate accounts and asset management are subject to satisfactory controls.
The Board initiates such investigations as it deems necessary to discharge its duties. The Board shall initiate such investigations if requested to do so by one or more board member.
The Board shall, inter alia, deliberate and decide on the following:
a) Such matters as required by statutory law, the Articles of Association, these Rules, or the resolutions of the General Meeting;
b) Matters outside the scope of the statutory responsibilities of the Chief Executive Officer (i.e. matters that given the situation of the Company are unusual in character or of major importance);
c) Matters outside the scope of the general authority granted to the Chief Executive Officer, such as major investments, borrowings, sales or purchases of real estate, and similar agreements that commit the Company for an amount in excess of the authority granted to the Chief Executive Officer;
d) The prudent organisation of the activities of the Company;
e) Satisfactory control of the ongoing activities of the Company, including the approval of contract formations that exceed the authority granted to the Chief Executive Officer;
f) Strategy and objectives;
g) Budget and financing plans for the Company and the Group;
h) Appointment/dismissal of the Chief Executive Officer, adoption of instructions for the Chief Executive Officer and determining of the remuneration policy for key employees;
i) Major changes in the business activities of the Company and organisational changes of substantial importance;
j) Safeguarding the financial statues and appropriate equity, including the Financial Policy of the Group;
k) Legal disputes of major importance;
l) Annual accounts and annual reports of the Company and the Group;
m) Acquisitions, investments and divestments;
n) Proposal for the allocation of profits or losses in accordance with the provisions of the Accounting Act;
o) Agreements between the Company and a member of the Board or the Chief Executive Officer or any agreement between the Company and a third party in which a member of the Board or the Chief Executive Officer has a distinct interest; and
p) Other matters that the Board consider of importance to decide upon.
3.2 General Meetings
The Board is responsible for convening and preparing for general meetings. The Chairman of the Board and the Chief Executive Officer have a right and obligation to attend the general meeting. When absent for valid reasons, a deputy shall be appointed. The members of the Board may speak in general meetings.
3.3 The supervision duties of the Board
The Board shall supervise the daily management and the activities of the Company in general.
3.4 Allocation of work within the Board
The Chairman shall:
a) ensure that board members are kept informed about the Company’s financial status, financial planning and development, through the Chief Executive Officer;
b) consult with the Chief Executive Officer in strategic matters;
c) chair meetings of the Board, convene scheduled meetings, approve agenda for meetings and convene extraordinary meetings when required; and
d) ensure that matters are handled in accordance with the Public Limited Companies Act, the Company’s Articles of Association, these Rules and in accordance with agreements entered into by the Company.
3.4.2 Special responsibilities of the Chairman
In addition to the Chairman's regular responsibilities, the Chairman shall when deemed appropriate by the Board or CEO participate in meetings and negotiations regarding acquisition of companies/portfolios which are considered by the B2Holding Group.
Furthermore, the Chairman shall when deemed appropriate by the Board or CEO participate in meetings with the Company's shareholders, bondholders, potential investors and banks, as well as being a board member of certain of the Company's subsidiaries.
3.4.3 Special responsibilities of individual board members
The Board may from time to time decide to delegate to individual board member(s) the responsibility for certain matters/issues.
3.5 The working procedure of the Board
The Board shall deliberate matters and make decisions in meetings, unless the Chairman finds that the matter may be presented in writing or be dealt with in another satisfactory manner. However, annual accounts shall always be deliberated in a meeting, within four months of the end of each financial year. The Chairman shall ensure that the members of the Board may, to the extent possible, participate in a joint deliberation of matters that are deliberated without a meeting.
The Chairman chairs the meetings of the Board. When the Chairman is unable to attend, the Board shall appoint a person to chair the deliberations of the Board. The Board’s consideration of matters of a material character in which the Chairman is or has been personally involved, should be led by another member of the Board.
The Chairman shall ensure that relevant matters falling within the duties and authority of the Board are deliberated. Any board member or the Chief Executive Officer can require that specific matters be deliberated by the Board.
The Chief Executive Officer shall, in consultation with the Chairman, prepare matters to be deliberated by the Board. Any matter shall always be prepared and presented in such a manner as to provide the Board with a satisfactory basis for making a decision.
The Chief Executive Officer has the right and duty to attend the Board’s deliberation of matters, unless otherwise determined by the Board in respect of each individual matter. The Chief Executive Officer is not entitled to cast votes.
3.6 Board committees
The Board shall have the following committees:
a) Audit committee
b) Remuneration committee
The Board committees shall deal with matters within their respective fields of responsibility in more detail than what the Board is reasonably or practically able to do. The committees shall prepare matters for the Board and shall make decisions in such matters as the committee is authorized to do so.
The work of the respective committees shall be conducted in accordance with the applicable instructions adopted by the Board.
Board meetings shall be held at the Company's offices, unless otherwise stated in the notice for each meeting.
Each board member, each deputy (if any) and other persons to be present at a board meeting shall receive a notice to the meeting. The Chief Executive Officer in collaboration with the Chairman, or the Chairman shall distribute notice to the meeting, accompanied by an agenda for the meeting and relevant material for decisions and reports, no later than one week prior to the meeting. If the matter is urgent, a board meeting can be called with shorter notice.
If a board member is unable to attend a meeting, such member shall notify the Chairman. The Chairman shall ensure that the personal deputy for such member, if any, is notified that the ordinary member cannot attend the meeting.
The Board constitutes a quorum if more than half of its members are present and all members of the Board have been given an opportunity, in so far as possible, to participate in the deliberations of the matter in question.
For the purposes of elections and appointments, the person who obtains the largest number of votes shall be deemed to have been elected or appointed. The board of directors may decide in advance to hold renewed voting if nobody obtains a majority of the votes cast.
In the event of a tie in the election of chairman of the board or ad hoc chairman, the election will be decided by drawing of lots. In other cases, the chairman of the board has the casting vote
A member of the Board or the Chief Executive Officer may not participate in the discussion or decision of issues of such special importance to the member in question, or to any closely related person of said member, that the member must be regarded as having a distinct personal or financial interest in the matter.
3.10 Majority requirements
The adoption of a resolution by the Board shall require that the majority of the members of the Board having participated in the discussion have voted in favour of the motion. In the event of a parity of votes, the Chairman of the meeting shall have the casting vote.
Minutes of Board deliberations shall be kept. As a minimum, such minutes shall specify:
a) time and place of the meeting or other form of deliberation (telephone conference, or similar);
b) board members attending the board meeting; and
c) the resolutions of the Board, and, if a resolution which is not unanimous, specification of who has voted in favour and who has voted against.
A board member or the Chief Executive Officer who does not agree with a decision is entitled to have his or her view stated in the minutes.
The minutes shall be sent to the members of the Board for approval within 10 days of the meeting having taken place and shall be signed by all of the members of the Board who has participated in the meeting. Any member of the Board being absent during a meeting shall review the resolutions being made in his/her absence and shall confirm that the minutes have been seen by signing the minutes.
3.12 Safety procedures and duty of confidentiality
The members of the Board have a duty of strict confidentiality in all non-public matters of which they acquire knowledge in their capacity as members of the Board of Directors. The Board’s deliberations, assessments and proceedings are confidential unless otherwise decided by the Board on a case-to-case basis.
The members of the Board shall not make any statement to the public or to unauthorized persons regarding matters which are dealt with by the Board and which are not publicly known.
All members of the Board are obliged to store written material that they receive during their term as Board members in a secure manner in order to prevent the material from becoming available to third parties. Upon retiring from the Board a member shall return or destroy (as instructed by the Board) all documents of a confidential nature received from the Company.
3.13 Information concerning the work of the Board
External and internal information concerning the work, matters and deliberations of the Board shall only be conveyed by the Chairman, unless the Board resolves that the Chief Executive Officer or some other person shall be authorised to convey such information.
3.14 Evaluation of the work of the Board and board committees
The Board shall annually evaluate its performance in the previous year. The evaluation shall include its own performance, the performance of the sub-committees and the performance of the individual directors. In order for the evaluation to be effective, the Board shall set objectives, on both a collective and individual level, against which their performance can be measured.
4 INTERNAL CONTROL
In connection with the supervision of accounting and audit, the Board shall have the following specific responsibilities:
- ensuring that the Company has adequate routines and systems for internal control. The internal control routines shall be suitable for securing the Company's value base and ethical guidelines;
- reviewing and discussing the major risk factors of the Company including any internal control measures suitable to address such risks;
- instructing the Chief Executive Officer to consider and propose internal control measures suitable for the Company's operations which shall be presented to the Board; and
- ensuring that the Chief Executive Officer implements the internal control measures adapted by the Board and present the result of such measures to the Board annually.
5 LIABILITY FOR DAMAGES
The board members and the Chief Executive Officer are aware of the liability attached to their respective offices, and that they may be obliged to indemnify the Company, its shareholders and/or third parties in respect of losses they have caused intentionally or negligently during the discharge of their duties.
6 NEW BOARD MEMBERS OR CHIEF EXECUTIVE OFFICER
New board members and Chief Executive Officer shall be made aware of these Rules and any other guidelines/procedures relevant to them.
7 WAIVER AND AMENDMENT
The Board may amend these Rules. The Board may also decide to waive these Rules in individual matters, provided that such waiver, and the reasons therefore, are recorded in the board minutes.