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Corporate Governance regulates the relationship between the Company’s management, its directors and the providers of equity, people and institutions who invest resources in the Company.
Reporting of Corporate Governance
NORDA considers sound principles of Corporate Governance imperative to obtain and retain the trust of the Company’s investors, as well as other stakeholders. To NORDA these guidelines provide a structure to set the objectives and monitor the performance of the Company. The guidelines are reviewed periodically and revised as appropriate to ensure the effective functioning of the Board of Directors and high quality Corporate Governance.
Stock Exchange regulations stipulate that listed companies each year must publish a report on their principles for Corporate Governance, in accordance with Section 1 of the Nor wegian Code of Practice for Corporate Governance, cf. the latest version issued by the Nor wegian Corporate Governance Board (NCGB) dated October 21, 2010, and section 3-3b of the Accounting Act. The Board of Directors of NORDA ensure that the Company implements sound corporate governance. The Board of Directors provide a report on the Company’s corporate governance in a document that is referred to in the directors report. NORDA aspires to follow this as closely as possible. Where the Company’s practice diverges from the recommendation, an explanation or comment will be given.
NORDA’s Corporate Governance policy is presented in the Company’s Annual Report and on the Company’s web site (www.nordasa.com).
NORDA has implemented ethical guidelines and guidelines for corporate social responsibility. They describe NORDA’s attitudes and requirements in matters of ethical nature. These documents apply to staff, Board members, temporary employees, consultants and others who act on behalf of NORDA.
These documents have been approved by the Board of Directors at NORDA ASA.
NORDA ASA wishes to identify a set of core values that can be communicated internally to the whole organization and externally to the customers and stakeholders in general.
The core values are as follows:
Both the ethical guidelines, guidelines for corporate social responsibility and the core values are presented on the Company’s web site.
As defined in the Company’s Articles of Association, NORDA’s business is research and development, and to offer services and products within the biotechnology sector, including participating in other companies with similar operations. NORDA ASA is a biotechnology company developing, manufacturing and marketing automated solutions (instruments and kits) for isolating of nucleic acids and cells (sample preparation) from biological samples, making the samples ready for downstream analysis.
NORDA aims to be a leading provider of automated sample preparation systems, with focus on isolation of nucleic acids and cells from difficult samples and to prepare the isolated material for downstream analysis.
NORDA’s strategies are outlined in the business review in the Annual Report.
Equity and dividends
Development of the Company’s equity up to December 31, 2011 can be found in the statement of changes in equity in the Financial Statements in the Annual Report.
The dividend policy of the Board of Directors has been to propose a dividend that reﬂects the Company’s profit development. So far, the Company has been in an investment phase and no dividend has been proposed. NORDA has the objective to create value for its shareholders within the diagnostic industry. The Company maintains a continuous focus on safeguarding a level for its equity adapted to the objectives, strategy and risk profile of its projects.
At the Annual General Meeting on May 9, 2011 the Board was authorized to increase the share capital by an aggregate par value of up to NOK 6,860,314, 50. The authority shall remain in force until the Annual General Meeting in 2012, but in any event not beyond June 30, 2012. This is in accordance with Nor wegian Code on Corporate Governance.
At the Annual General Meeting on May 9, 2011 the Board was also authorized to purchase the Company’s own shares by an aggregate par value of up to NOK 6,860,314.50. The maximum amount that may be paid per share is NOK 10 and the minimum amount is NOK 0.10. The authority has not been used and shall remain in force until the Annual General Meeting in 2012, but in any event not beyond June 30, 2012. This is in accordance with the Nor wegian Code on Corporate Governance.
In December 2011, the Company completed a public placement of a total of 192,084,481 new shares.175,655,518 new shares were allocated to subscribers in the rights issue, and 16,428,963 new shares were allocated in accordance with the under writing agreement entered into with existing shareholders and new investors in relation to the rights issue.176,802,865 shares in the rights issue were allocated at a price of NOK 0.08 per share. 15,281,616 shares in the rights issue were allocated at a price of NOK 0.056 per share to the under writers that were allocated more shares than their pro rata shareholding per October 10, 2011. Through the rights issue, the Company receives a gross proceeds of approximately NOK 15 million.
In the conversion issue, a total of 19,193,094 new shares were allocated, whereof 10,288,985 new shares were allocated to under writers as set off against the under writing fee, and 8,904,109 new shares were allocated to the bridge finance lenders as set off against the interest on the bridge loan. Price per share in the conversion issue was NOK 0.056 per share. Through the conversion issue, the Company received a gross proceeds of approximately NOK 1.1 million. The proceeds received by the Company were through set-off against under writing commission to the under writers in the rights issue and interest on the bridge loan to bridge finance lenders. The new share capital of the Company is NOK 5,597,614.40 divided into 279,880,720 shares, each with a nominal value of NOK 0.02.
Equal treatment of shareholders and transactions with close associates
NORDA has one class of shares, all with equal rights. NORDA is committed to the principle of equal treatment of all shareholders, including minority and foreign shareholders. All shareholders have the opportunity to obtain effective redress for violation of their rights. If the Board of Directors resolves to carry out an increase in share capital and waive the preemption rights of existing shareholders on the basis of a mandate granted to the Board, the justification will be publicly disclosed in a stock exchange announcement issued in connection with the increase in the share capital.
Members of the Board of Directors and the Executive Personnel are obliged to notify the Board if they have any material direct or indirect interest in any transaction entered into by the Company. This is regulated in the procedure for the Board of Directors.
Freely negotiable shares
NORDA has only one class of shares and the shares are without any restrictions in their transferability. NORDA’s Articles of Association contain no voting rights differentiation, no restrictions on the number of votes that can be cast, and no other restrictions of shareholder rights.
The General Meeting is the Company’s supreme body, and elects the Members of the Board. Any shareholder is entitled to attend every General Meeting. The General Meeting provides an opportunity for shareholders to address the Board of Directors and the Executive Personnel directly. The Chairman of the Board or the Deputy Chairman of the Board and the Auditor are present at the Annual General Meeting.
The General Meeting is summoned by the Board by a written notification to all the shareholders with a known address with at least a 21 days notification period.
NORDA seeks to ensure that the resolutions and supporting information distributed are detailed and comprehensive, to allow shareholders to form a view on all matters to be considered at the meeting.
The call includes:
- The procedure for representation at the meeting through a proxy, including a proxy form with a layout that gives possibility to vote on each item.
- The right for shareholders to propose resolutions to be dealt with by the General Meeting.
- The address to NORDA’s web page for supporting documents.
- Appointment of persons who can vote on behalf of shareholders with a proxy.
To register for the General Meeting the shareholders are asked to submit a confirmation in writing via mail, fax, or e-mail (provided the registration form is a scanned document with signature). The deadline for this confirmation will be set as close to the date of the meeting as possible.
To vote at the General Meeting, the shareholders must attend or give a proxy to someone who attends. A proxy will only be accepted if submitted by mail, fax or e-mail (provided the proxy is a scanned document with signature). It is not possible to vote via internet or any other way.
The Board of Directors and the Management of the Company seek to facilitate the largest possible attendance at the General Meeting. In 2011, the Annual General Meeting was held on May 9, and shareholders representing 59,9% of the share capital attended in person or by proxy.
The Board of Directors has no intention of putting for ward any proposals to the General Meeting concerning changes in the voting procedures.
If it is practically possible, NORDA seeks to make arrangements to ensure an independent Chairman for the General Meeting.
The protocols from the General Meetings are to be found on the Company’s web site: www.NORDA.com, no later than 15 days after the General Meetings has been held.
Deviation: The Chairman of the Board or the Deputy Chairman of the Board and the Auditor are present at the Annual General Meeting. This constitutes a deviation from the Nor wegian Code on Corporate Governance, which indicates that the whole Board of Directors and Nomination Committee should be present on the Company’s Annual General Meeting.
The Company has deemed it sufficient that the Chairman of the Board, or the Deputy Chairman of the Board and the Auditor are present.
At the Company’s Annual General Meeting April 23, 2008, the Articles of Association were amended to include a new section 10 on the establishment of a Nomination Committee:
“The Company shall have a Nomination Committee. The Committee shall consist of three members. The General Meeting elects the members and the Chairman of the Committee. The members of the Nomination Committee are elected for a 2 year period. The Nomination Committee shall propose candidates for election to the Board of Directors and propose the remuneration for the members of the Board of Directors. The General Meeting may determine a code of conduct for the Nomination Committee.”
The code of conduct for the Nomination Committee is published on the Company’s web site: www.NORDA. com.
The following persons were appointed to the Nomination
Committee by the General Meeting on May 9, 2011:
- Ann-Kristin Hageløkken (Chairman)
- Tore Heldrup Rasmussen (member)
- Hogne I. Tyssøy (member)
Tore Heldrup Rasmussen and Hogne I. Tyssøy are considered independent of the Board of Directors of NORDA ASA.
Corporate assembly and Board of Directors – composition and independence
The composition of the Board of Directors of NORDA ensures that the Board can attend to the common interests of all shareholders and meets the Company’s need for expertise, capacity and diversity. NORDA’s Board of Directors has a total of 5 members, the same number as of March 29, in 2011. All the members of the Board are shareholder elected. The Board periodically evaluates whether a larger or smaller slate of directors would be preferable. No representatives of NORDA’s Executive Personnel are members of the Board of Directors. NORDA ASA has not elected a corporate assembly since there are less than 200 employees in the Company.
Current members of the Board, following elections at the Annual General Meeting, are presented with a CV in the Annual Report, and on the Company’s web site. All of the members of the Board is independent of the Company’s Executive Personnel and material business contracts. Four members of the Board are considered independent of the Company’s larger shareholders. The Chairman of the Board is elected by the General Meeting. The members of the Board are normally elected for a 2 year period.
An overview over shares and options held by Board members as of December 31, 2011 directly and indirectly, can be found in note 22 in the Annual Report. The Board of Directors’ share holding and options in NORDA as of April 25, 2012 is given in the table on next page.
Deviation: The Chairman of the Board, Robert V. Ahlgren, undertakes a considerable workload for the Company in relation to strategic development, including OEM- agreements and strategic agreements. This is to fully utilize the capability of the Chairman of the Board for the benefit of the Company. Robert V. Ahlgren has entered into a consultancy agreement through a separate company for the provision of certain services to the Company with regard to, inter alia, strategic directions of the Company.