DOF ASA (“DOF” or the “Company”) considers good corporate governance to be a prerequisite for value creation and trustworthiness, and for access to capital.
2 Applicable Rules and Regulations
As a Norwegian public company listed on the Oslo Stock Exchange, the Company is subject to corporate governance regulations contained in the Public Limited Companies Act 1997 (asal), the Securities Trading Act 2007 (vhpl.), the Stock Exchange Act with regulations (børsreg.) and other applicable legislation and regulations.
3 Main Objectives for Corporate Governance In DOF
The Corporate Governance Policy of the Company is a governing document containing measures which are continuously implemented to secure efficient management and control of the activities of the Company.
The objective of the Company is to be engaged in trading and shipping business and other offshore related activity, including participation in other companies with the same or similar objects. This statement of objective is set out in §2 of the Company’s Articles of Association.
5 Equity and Dividends
Covering: Capital adequacy, Divident policy, and Athorisations of the Board.
6 Equal Treatment of Shareholders and Transactions with Close Associates
Covering: Basic principles, Share issues without pre-emption rights for existing shareholders, Transactions in treasury shares, Approval of agreements with shareholders and other close associates
7 Freely Negotiable Shares
The shares of the Company are freely negotiable and there are no limitations in any party's right to own, trade or vote for the shares in the Company.
8 General Meetings
Covering: Exercising rights and Participation without being present
9 Nomination Committee
Covering: Composition and Tasks
10 Board; Composition and Independence
The composition of the Board should consider expertise, capacity and diversity appropriate to attend to the Company's goals, main challenges and the common interests of all shareholders.
11 The Work Of The Board
Covering: General, Committees, Annual evaluations
12 Risk Management and Internal Control
Covering: General, Policies, Annual review and risk management in the annual report
13 Remuneration of the Board of Directors
The remuneration of the Board is determined by the shareholders at the Company's annual general meeting, based on the proposal from the nomination committee.
14 Remuneration of Executive Management
The Company's guidelines for determining remunerations to the CEO and other executive personnel should at all times support prevailing strategy and values in the Company.
15 Information and Communications
Covering: General information, Information to shareholders
Covering: General, Main principles for action in the event of a takeover offer
17 Statutory Auditor
The Company's auditor shall annually present the main features of the plan for the audit of the Company to the Board or the audit committee.