Marine Farms ASA
Postboks 2032, Nordnes
5817 Bergen
Norway
Phone: +47 55 90 44 70
Fax: +47 55 23 46 45
NO 930 501 778 MVA
| Corporate Governance |
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Page 10 of 16
9. The work of the Board of Directors The main responsibilities of the Board of Directors are to: Lead Marine Farms' strategic planning and make decisions that form the basis for the Executive Management to prepare for and implement investments and structural measures. The Company's strategy shall be reviewed on a regular basis; Ensure that all instructions given by the Board of Directors are complied with; Ensure that the Board of Directors are well informed about the Company's and the group's financial position, Produce an annual plan for its work, with particular emphasis on objectives, strategy and implementation; Ensure the adequacy of the Company's Executive Management and issue instructions for its work in which the areas of responsibilities and duties are clearly defined, also with respect to the relationship between the Executive Management and the Board of Directors; Agree on dividend policy; Annually evaluate its work, performance, composition and expertise and that of the Chief Executive Officer (the "CEO"). The evaluation of the Board's work should, in case a nomination committee is being established, be made available to such committee; and Ensure that a system of direction and internal control is established and maintained as to ensure that the Company group activities are conducted in accordance with all rules and regulations applicable to the group, Marine Farms' Articles of Association, its corporate values and its ethical guidelines, as well as authorisations and instructions approved by the General Meeting. The internal control arrangements must address the organisation and implementation of the Company's financial reporting. The Board must provide information in the Annual Report on how the Company's internal control procedures are organised. The Chairman of the Board of Directors carries a particular responsibility for ensuring that the Board of Directors performs its duties in a satisfactory manner and that the Board is well organised. The Board of Directors has elected a deputy chairman who takes chair in the event that the Chairman of the Board cannot or should not lead the work of the Board, including in matters of a material nature in which the Chairman has an active involvement. The Board of Directors may appoint board committees, for instance in order to help ensure thorough and independent preparation of matters relating to financial reporting and compensation paid to the members of the Executive Management. The Board of Directors of Marine Farms has currently not appointed any committees. If the Board of Directors should choose to appoint board committees, the Board of Directors shall adopt guidelines for the activities and responsibilities of such Board committees and account for details in the Annual Report on all committees appointed. Membership of board committees should be restricted to directors who are independent of the Executive Management. The CEO is responsible for the day-to-day management of the Company. Further, the CEO is responsible for ensuring that the Company's accounts are in accordance with all applicable legislation, and that the assets of the Company are monthly managed. The CEO is appointed by the Board of Directors and reports to the Board of Directors. His or her powers and responsibilities are defined in more detailed instructions adopted by the Board of Directors.
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