Instructions for the CEO - responsibilities and duties

The Chief Executive Officer (CEO) is responsible for the management of the Company and shall ensure that the Company and its subsidiaries are managed in accordance with the Norwegian Limited Liability Companies Act (1997:44), other laws and regulations and these instructions.

The Chairman of the Company is the Chief Executive Officer's primary superior. 

It is the Chief Executive Officer’s responsibility that the Company’s bookkeeping and accounting is performed in accordance with the law and that the management of the Company’s assets is conducted safely.

It is the responsibility of the Chief Executive Officer to issue instructions and guidelines, or see to it that they are issued, necessary for the effective management of the Company and its subsidiaries. Such instructions and guidelines shall be in accordance with applicable laws, regulations and directives issued by the Board of Directors.

1 RIGHT TO REPRESENT THE COMPANY

The Chief Executive Officer has the right to represent the Company pursuant to the Norwegian Limited Liability Companies Act (1997:44), within the adopted budget.

2 RIGHT TO MAKE DECISIONS

The Chief Executive Officer can make decisions when the Board of Directors’ decision cannot be awaited without causing material disadvantage for the Company. Such decision must be notified to the Board of Directors as soon as possible.

The Chief Executive Officer employs, dismisses and sets the conditions for the Company’s employees. Upon clearance with the Chairman of the Board of the Company the Chief Executive Officer employs and dismisses the key employees, including the managing directors in the Company’s subsidiaries. The Chief Executive Officer also determines the remuneration for such key employees based on the principles and general salary level for key employees set forth by the Remuneration Committee and adopted by the Board of Directors.

3 REPORTING OBLIGATIONS TO THE BOARD OF DIRECTORS

3.1 Preparation of matters to be deliberated by the Board
The Chief Executive Officer shall, in consultation with the Chairman, prepare and submit matters for deliberation by the Board, in such a manner that all board members are provided with a satisfactory basis for deliberating and making the relevant decisions.

3.2 Duty to keep the Board informed
The Managing Director must report to the Board of Directors on the Company’s business activities in accordance any resolution passed by the Board of Directors.
The Managing Director is responsible for the Company’s compliance with its disclosure requirements according to laws and regulations.

3.2.1 Monthly reports
The Chief Executive Officer shall each month prepare a periodical report to be sent to the Board, describing the activities, status and financial developments of the Company, unless there are circumstances suggesting that any information should be distributed earlier. Such reporting shall at least include:
a) operational reporting in relation to budget, sales and capacities;
b) profit and loss account and balance sheet, in particular compared to the budget, including KPIs;
c) health, environment and safety issues;
d) any reporting required pursuant to applicable legislation; and
e) other significant information with respect to the Company’s business, such as for instance information concerning material disputes, termination of agreements of material importance to the Company, non-payments by or insolvency of important customers to the Company.

In addition, the Chief Executive Officer shall provide a more detailed explanation in respect of specific matters if requested by the Board. Such explanation may also be requested by any individual board member.

3.2.2 Budget
The Chief Executive Officer is responsible for the submission of the budget for the following financial year to the Board of Directors in due time, and at the latest one month prior to the end of each fiscal year.

3.2.3 Annual Accounts
The Chief Executive Officer is responsible for the preparation of a draft annual report as soon as possible after the end of the financial year, and no later than three months following the end of each fiscal year.

3.3 The responsibility of the Chief Executive Officer for implementation of board resolutions
The Chief Executive Officer shall be responsible for implementing the resolutions adopted by the Board, unless otherwise decided by the Board.