7. Nomination Comittee

Norwegian Code of practise:

  • The company should have a nomination committee, and the General Meeting should elect the chairperson and members of the nomination committee and should determine the committee's remuneration.
  • The nomination committee should be laid down in the company's articles of association.
  • The members of the nomination committee should be selected to take into account the interests of shareholders in general.
  • The majority of the committee should be independent of the board of directors and the executive management. At least one member of the nomination committee should not be a member of the corporate assembly, committee of representatives or the board. No more than one member of the nomination committee should be a member of the board of directors, and any such member should not offer himself for re-election. The nomination committee should not include the company's chief executive or any other member of the company's executive management.
  • The nomination committee's duties are to propose candidates for election to the corporate assembly and the board of directors and to propose the fees to be paid to members of these bodies.
  • The nomination committee should justify its recommendations.
  • The company should provide information on the membership of the committee and any deadlines for submitting proposals to the committee.

 

The Nominating Committee's duty is to nominate candidates for the shareholder-elected directors' seats at the General Meeting. The Chair of the Board of Directors shall be nominated separately.

The Nominating Committee shall consist of three members who shall be shareholders or representatives of shareholders. The General Meeting shall elect all members of the Nominating Committee, including the chair. The Nominating Committee itself proposes to the General Meeting a list of candidates for the Committee. The term of office is two years. The above-mentioned appears in §9 of the Group's Articles of Association.
The Committee works under instructions from the General Meeting. These instructions were last revised by the ordinary General Meeting held on 8 May 2007.

Composition

The current committee was elected by the ordinary General Meeting on 24 April 2008 and consists of:

  • Anne Grethe Dalane, Human Resources Director, Yara International ASA (re-elected)
  • Knut J. Utvik, deputy director general, Ministry of Trade and Industry (re-elected)
  • Sverre Valvik, managing director, Arendals Fossekompani ASA (re-elected)
  • Anne Grethe Dalane was elected chair of the Committee.

None of the Committee's members represents KONGSBERG's management or Board. The majority of the members are considered independent of management and the Board. Sverre Valvik is managing director of Arendals Fossekompani ASA in which KONGSBERG's director Erik Must indirectly owns a substantial stake. The Nominating Committee is considered to have a composition that reflects the common interests of the community of shareholders.

Information about the Nominating Committee, a form for nominating candidates for the Board and the deadlines are available on the Group's website (find the links on the right hand side).

 

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