Nomination Committee and mandate

Instructions for the Nomination Committee of StrongPoint ASA

The nomination committee’s tasks are to make recommendations to the general meeting regarding the election of board members, election of members to the nomination committee and other relevant representatives. The nomination committee proposes remuneration to Board members, remuneration to the members of Board committees and proposals for their own compensation.

The nomination committee shall submit a justified recommendation for their proposals. The recommendation shall contain relevant information about possible candidates for selection, composition of the board and on the candidates to the nomination committee. The setting should also include a description of how the nomination committee has conducted its work and the nomination committee’s assessment of the following conditions:

• Is the number of directors sufficient
• Have the nomination committee got access to the necessary resources and information
• Should this instruction be changed

Composition, election and remuneration

The nomination committee consists of three members who shall be shareholders or representatives of shareholders. The nomination committee members are elected by the general assembly. The chairman of the nomination committee shall notify the Board when it is necessary to hold new elections, in good time before the ordinary general meeting the same year, making the Board able to provide the implementation of the voting. The general assembly elects the chairman of the nomination committee.

Leading executives cannot be members of the nomination committee. At least two members of the nomination committee should be independent of the board and leading executives.

The general assembly determines the remuneration of the nomination committee.

The nomination committee’s expenses are borne by the company.

Rules of procedures

The nomination committee shall work to propose a composition that can safeguard the interests of all shareholders and the company’s need for expertise, capacity and diversity. It should be considered that the Board can act as a collegial group. The nomination committee shall endeavor to ensure that its recommendations are supported by the company’s largest shareholders. Furthermore, the nomination committee shall develop guidelines for which criteria the board members must meet, and ensure that the Board meets the requirements for independence under the current guidelines for corporate governance, as well as requirements for the composition according to the Public Companies Act.

All committee members must be present for the nomination committee shall constitute a quorum.

Meetings of the nomination committee will be held by invitation of the Chairman, and moreover when two or more members, the chairman of the Board or the CEO requests it. The chairman of the nomination committee has primary responsibility for the committee’s work, but he / she can share tasks between the committee members.

From the Committee’s meetings it shall be recorded meeting protocols that should be signed by the members present. Meeting protocols shall be handed the company for storage.

The updated shareholder register should be submitted to the committee before the meetings.

The chairman of the Board and CEO shall, without voting rights, attend at least one meeting of the nomination committee before the committee makes its final recommendation. The committee may request the chairman of the Board to submit the conclusions of the Board’s self-evaluation.

The chairman of the Board shall have no influence on the nomination committee’s selection of candidates to the Board beyond being able to nominate candidates for the nomination committee.

The committee shall obtain information from the administration and / or any other person, including any employee representatives, which are considered relevant. This will include in-depth contact with management, Board and shareholder groups in order to assess the need for changes to the Board and nomination committee. The nomination committee should in their work actively seek to shareholders, and anchor its recommendations with the main shareholders.

Treatment of the nomination committee’s recommendation

The nomination committee’s recommendation to the general assembly regarding the election of Board members should be submitted in time to be announced to the shareholders before the general assembly. Preferably, the recommendation should be sent to the shareholders together with the notice of general assembly.  Alternatively, shareholders gain knowledge of the recommendation through a separate letter or press release. The chairman of the committee, or the person he / she authorizes, will present the recommendation for the general assembly.

Information of any deadlines for proposals for members of the Board and the nomination committee shall be published well in advance of the reporting deadlines on this website.

Adopted by the Board of StrongPoint ASA.

3 December 2013.