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Board of Directors’ statement of policy on corporate governance

Approved by the Board of Directors of Oslo Børs VPS Holding ASA on 25 January 2017.

Introduction

Oslo Børs VPS Holding ASA holds 100% of the share capital of Oslo Børs ASA, Verdipapirsentralen ASA and Oslo Market Solutions AS. Oslo Børs owns 97% of the shares in Fish Pool ASA. Verdipapirsentralen ASA owns 100% of the shares in Evolution Software Sweden AB. These companies make up the Oslo Børs VPS Holding group. This statement applies to all the companies in the group.

Oslo Børs VPS Holding is committed to all aspects of corporate governance, including ensuring the proper direction and control of its own activities and organisation. Corporate governance is also important for Oslo Børs VPS as a central player in the infrastructure of the Norwegian securities market. Confidence in the infrastructure of the market will be determined in part by the extent to which the participants adhere to good corporate governance practices.

General

The following factors form an important starting point for this statement of policy on corporate governance for Oslo Børs VPS:

  • Oslo Børs operates the only regulated marketplaces in Norway for trading in securities. Verdipapirsentralen operates the only securities register in Norway, together with related settlement and clearing activities.
  • Many parties have an interest in the group’s activities. This includes its owners, investors, issuers of securities, investment firms, account operators, employees and the official authorities, as well as other participants in the securities chain.

The Board of Directors of Oslo Børs VPS Holding ASA (the “Board”) takes the view that its main duty is to work to ensure that the company’s shareholders benefit from a sound return on the company’s capital over the long term. However, the Board also takes care to balance this duty with the needs and wishes of other interested parties. The prospects for long-term return on the group’s capital are dependent on maintaining confidence in its activities and in the products it offers.

Oslo Børs ASA and Verdipapirsentralen ASA are authorised pursuant to the Stock Exchange Act and the Securities Register Act, and are subject to supervision by Finanstilsynet (the Financial Supervisory Authority of Norway).

Oslo Børs carries out supervision of market participants that are also its customers. This arises partly because it operates as a regulated market, and partly as a result of specific duties delegated by the authorities. Responsibility for inspecting and approving prospectuses was transferred to Finanstilsynet in 2010. Oslo Børs has a duty to report any suspected breaches of rules and regulations by its customers to the authorities, and pursuant to the Stock Exchange Act it can impose violation charges on individual customers for breaches of the Stock Exchange Act or the Stock Exchange Regulations.

The Board of Oslo Børs resolved in 2002 that if the income (fees) arising from violation charges exceeds the costs incurred by implementing and monitoring such sanctions, the surplus should be applied to measures designed to strengthen confidence in the Oslo market and market integrity. The amounts received in respect of violation charges have as yet not exceeded the costs incurred. The Securities Trading Act of 2007 stipulates that violation charges paid by stock exchange listed issuers for breaches of the statutory duty of disclosure are payable to the State. Violation charges in respect of other breaches will continue to be paid to Oslo Børs VPS.

Information required in relation to Section 3-3b of the Accounting Act

The information that the company is required to provide pursuant to Section 3-3b of the Accounting Act can be found in various sections of the statement of policy on corporate governance as follows:

  1. A statement of the code of practice and regulatory framework on corporate governance to which the company is subject, or with which it has elected to comply, is provided in section 1 of the statement of policy on corporate governance.
  2. Information on where the code of practice and regulatory framework mentioned in item 1 is publicly available is provided in section 1 of the statement of policy on corporate governance.
  3. An explanation of any deviation from the code of practice and regulatory framework mentioned in item 1. The company does not fully comply with the Code of Practice for Corporate Governance in respect of the requirement for an audit committee. This is explained in section 9 of the statement of policy on corporate governance.
  4. A description of the main elements of the company’s internal control and risk management systems associated with the financial reporting process, and where the entity that is required to prepare accounts also prepares consolidated accounts, the description must include the main elements of the group’s internal control and risk management systems associated with the financial reporting process. This description is provided in section 10 of the statement of policy on corporate governance.
  5. An account of any provisions in the articles of association that completely or partially extend or depart from the provisions stipulated in Chapter 5 of the Public Limited Companies Act is provided in sections 5 and 6 of the statement of policy on corporate governance.
  6. The composition of the board of directors, the corporate assembly, the committee of representatives and the control committee, and of any committees of such corporate bodies, and a description of the main elements in the prevailing instructions and guidelines for the work of these corporate bodies and of any committees thereof is described in sections 8 and 9 of the statement of policy on corporate governance.
  7. The provisions of the articles of association that regulate the appointment and replacement of members of the board of directors are described in section 8 of the statement of policy on corporate governance.
  8. An account of any provisions in the articles of association or authorisations that allow the board to decide that the company is to repurchase or issue its own shares or its own equity certificates is provided in sections 3 and 4 of the statement of policy on corporate governance.

1. Corporate governance policies

The Board of Oslo Børs VPS Holding ASA is of the view that the company’s policies for corporate governance are in accordance with the Norwegian Code of Practice issued on 30 October 2014. The Code of Practice and the changes are available at www.nues.no. The group has clearly defined corporate values and each subsidiary company has ethical guidelines based on these values. Unified ethical guidelines have been developed for the entire group. The officers and employees of the companies in the group are subject to a range of rules laid down by legislation and regulation, as well as internal guidelines. The group has also prepared guidelines for corporate social responsibility. The ethical guidelines and the guidelines for corporate social responsibility are available on the company’s website.

The following sections provide an explanation of how Oslo Børs VPS has addressed the various issues covered by the Norwegian Code of Practice.

2. Business activities

The business objective of each company in the group is specified in its articles of association. The articles of association of Oslo Børs VPS Holding ASA restrict the company’s business objective to holding ownership interests in companies that operate stock exchange activities and securities registers, together with other activities normally associated with these activities.

The Board believes that the business objectives laid down in the company’s articles of association provide predictability and direction for the company’s business strategy and the activities that it may acquire or initiate.

The articles of association of Oslo Børs VPS Holding ASA can be found on the company's website.

The group conducts an annual strategy process that leads to the production of a strategic plan for the group as a whole and for the individual subsidiaries. An account of the group’s strategy and focus areas can be found on the company's website.

3. and 4. Share capital and dividends, equal treatment of shareholders and transactions with close associates

Information on the company’s shareholder policy and dividend policy can be found on the company's website.

Oslo Børs VPS strives to maintain its equity capital at a level appropriate for its strategy and risk profile. If the group holds liquidity in excess of the capital considered necessary for its operations, taking into account possible acquisitions, investment plans and the need to maintain satisfactory liquidity and solidity, including the requirements stipulated by the authorities, steps will be taken to distribute the surplus to shareholders. Any board proposal to the annual general meeting for a mandate to distribute a dividend will be explained.

The Board has not been granted any mandates to carry out transactions that increase the company’s share capital. The annual general meetings from 2006 to 2016 granted the Board a mandate to buy back up to 1% of the company’s own shares. Any proposal made to the annual general meeting to grant a mandate to the Board to carry out a transaction that increases the company’s share capital will be restricted to an identified purpose. In the event that any mandates to increase the company’s share capital are granted in the future, the Board will take a cautious approach to waiving the principle that existing shareholders have a right of pre-emption to subscribe for new shares. If the Board does decide to waive pre-emption rights at any time, the announcement of this decision will provide an explanation of the reasons for the decision. Similarly, the Board is very cautious about buying back shares in any way other than through the market at market price. The Board will only consider exceptions to these principles where they are clearly justified in the interests of the company and its shareholders.

The group has not entered into any transactions with shareholders, members of the Board, members of management or close associates of any such parties other than such transactions as form a normal part of stock exchange activities. Internal guidelines require that any member of the Board or the executive management, or any other employee, who has a personal interest in any transaction(s) involving any of the companies in the group must disclose his or her interest. In the event that such a transaction proceeds and is not immaterial, the company will seek independent valuation of the values involved.

5. and 6. Freely negotiable shares and general meetings

Information on ownership restrictions, restrictions on voting rights and general meetings can be found on the company's website.

The Stock Exchange Act and the Securities Register Act impose restrictions on the ownership of shares in Oslo Børs VPS Holding ASA and on voting rights in the company. The Board believes that such restrictions are in principle to be avoided, but takes the view that these restrictions are not unreasonable in view of the particular need to maintain independence and inspire confidence in view of the activities carried out by the group.

The Board believes that the company’s policies and practice for holding general meetings are in accordance with the Norwegian Code of Practice. It notes in particular that notices calling general meetings are in practice sent out one month prior to the date of the meeting, that the company’s articles of association do not require shareholders to give notice of their intention to attend a general meeting, that shareholders are given the opportunity to propose an independent chairman to the meeting if they wish, that the chairman of the Board is nominated as a person available to act as a proxy to cast votes on behalf of shareholders, that the company has prepared a proxy form that allows shareholders to give specific instructions on each resolution to be considered and that the proxy form allows separate voting instructions for each candidate nominated for election. The articles of association permit the company to use a simplified form of notice calling a general meeting in accordance with the provisions of the Public Limited Companies Act. The chairman of the Board, the chairman of the nomination committee and the company’s auditor attend general meetings of the company. The Board is of the opinion that this provides a sufficient basis for a good dialogue with shareholders.

7. Nomination Committee

The general meeting has approved guidelines for the nomination committee in the form of a mandate approved by the annual general meeting. The mandate was most recently amended by the annual general meeting held in May 2014. As required by the articles of association of Oslo Børs VPS Holding ASA, a nomination committee has been appointed to make recommendations to the company in general meeting for the election of members to the Board of Oslo Børs VPS Holding ASA. At the Board’s request, the nomination committee will also propose candidates for the members of boards of subsidiaries and the remuneration to be paid to these boards. The nomination committee is required to propose the remuneration to be paid to the members of the Board and the control committees. Candidates for election to the nomination committee are proposed by the committee itself.

The nomination committee has a minimum of three members. The chairman and other members of the nomination committee are elected for a one-year term of office by the general meeting. In order to ensure a degree of rotation, the nomination committee is required to consider each year whether a member of the Committee should step down, for example the member with the longest period of service on the committee. Neither the chief executive officer nor any other employee of the company is permitted to be a member of the nomination committee.

When making proposals for new members of the nomination committee, the nomination committee is required to attach importance to principles such as independence and impartiality, while at the same time identifying candidates that have an understanding of the company’s situation. As part of its work on identifying new members of the nomination committee, the nomination committee is expected to maintain contact with shareholders that have significant ownership interests in the company. There are no relationships of dependence, between any member of the nomination committee and any member of the company’s Board or management. However, it should be noted that both chair of the board of directors, Benedicte Schilbred Fasmer, Member of the Board, Ottar Ertzeid, and the chair of the nomination committee, Bjørn Erik Næss, report to the Chief Executive Officer of the DNB group.

The nomination committee is required by its mandate to identify candidates that meet the requirements of the appointment in question, cf. the company’s articles of association and the legislation and other requirements imposed by the authorities that apply to the group’s activities at anytime. The nomination committee is required to identify candidates that are suitable for approval taking into account the shareholder composition of the company.

The nomination committee’s mandate requires it to take the following factors into account when proposing candidates for election to the Board by the general meeting and to report accordingly:

  • The Nomination Committee shall actively seek to represent the views of shareholders in general, and shall ensure that its recommendations are representative of the views of the largest shareholders. In carrying out its work, the Nomination Committee shall have contact with the Board and the executive management. The Nomination Committee shall ask the Chair of the Board to provide it with the conclusions of the Board’s own appraisal of its work to the extent that these conclusions may be of relevance to the Nomination Committee’s considerations. The Nomination Committee is entitled to contact any member of the Board and the chief executive officer as it sees fit.
  • That the Board should have sufficient expertise and experience to handle both its routine operational responsibilities and the strategic challenges that the company faces. In addition to ensuring the availability of suitable expertise, the committee is asked to pay attention to factors such as the balance of age and gender.
  • That the candidates are sufficiently independent of the company’s management, and that the Board as a whole is sufficiently representative of the Company’s shareholders while being independent of any single shareholder or particular customer group.
  • That the candidates have sufficient time in relation to their other appointments and employment to carry out their duties as a member of the Board.

The composition of the nomination committee, as well as contact information, is available on the company's website. Proposals of candidates to the Board of Directors should be received by the Committee no later than 1 February.

The nomination committee shall maintain contact with the various groups of shareholders. The committee makes its decisions by majority voting. In the event of a tie, the chairman has an additional casting vote.

The nomination committee’s recommendations form an appendix to the notice calling the general meeting, and in addition to personal details they must contain information on each candidate’s education, current employment, relevant previous work experience and details of all board and other appointments, as well as confirmation that the candidate has confirmed that he or she is willing to accept the appointment if elected.

There is no specific timetable for the nomination committee’s recommendations. However the committee normally completes its work around one month before the annual general meeting, which is normally held in May.

The remuneration of the members of the boards and control committees is approved by the general meeting, which considers recommendations from the nomination committee. The mandate for the nomination committee stipulates that the remuneration to the members of the Nomination Committee shall provide adequate compensation so that the members of the committee shall conduct their duties in accordance with this mandate in thorough and professional manner. The determination of the remuneration shall be set by taking into account the remuneration provided by companies that may be comparable with Oslo Børs VPS Holding ASA. The Nomination Committee shall normally seek to agree with the Chairman of the Board of Directors the scale of work it is to undertake. The remuneration shall be determined by the General Meeting.

The nomination committee shall be represented at the annual general meeting in order to present the committee’s recommendations and to answer any questions.

8. Composition of the Board of Directors and its independence

The articles of association stipulate that the Board of Oslo Børs VPS Holding ASA shall have at least five and no more than twelve members. Members are appointed for a one-year term of office. The chairman and deputy chairman of the Board are elected by the general meeting.

The Board of Oslo Børs VPS Holding ASA has seven members, including two employee representatives. Further information on members of the Board can be found on the company's website. The Board is of the opinion that, in total, it has sufficient expertise and capacity to carry out its duties in a satisfactory manner.

The Board has not produced a specific operational definition of impartiality and independence, but has routinely evaluated the impartiality and independence of its various members. Such evaluations will continue to take place in the future. This draws attention to the issue of impartiality and independence, and helps to maintain an awareness of the issues involved.

It is also important that Oslo Børs VPS Holding ASA has an experienced Board that understands the financial sector and the financial markets. This can lead from time to time to situations in which one or more members of the Board has a particularly close relationship to an issue due for consideration by the Board. Oslo Børs VPS Holding ASA therefore practices a particularly strict interpretation of the legislative provisions on disqualification. This ensures that no member of the Board can participate in the consideration of any matter where he or she has a financial or other interest, either on his or her own account or through any undertaking with which he or she is associated.

With the exception of the employee representatives, there is no relationship of dependence between any member of the Board and the management of the company.

Each of the businesses that make up the group has a range of customers. With the sole exception of DNB ASA and its subsidiaries, no customer that represents a significant proportion of revenue is represented on the Board. The chair of the board, Benedicte Schilbred Fasmer, and member of the Board, Ottar Ertzeid, are both Executive Vice Presidents of DNB ASA, which is a listed company, and of DNB Bank ASA, which is a member firm, a settlement member, a securities account operator and an issuer of listed financial instruments. However, the appointments held by these members of the Board are not considered to compromise their independence. If matters arise that concern the companies involved, the Board will pay particular attention to whether these members should be excluded from participation.

Two of the seven members of the Board holds a senior position with a shareholder or a related party of a shareholder of Oslo Børs VPS Holding (see table below).

Board member

Position held

Shareholder

Shareholder's relationship to the group

Shareholder's shareholding in Oslo Børs VPS Holding

Benedicte Schilbred Fasmer

Executive Vice President of DNB ASA

DNB Livforsikring ASA - wholly owned subsidiary of DNB ASA

Member of the exchange and settlement member firm, operator of securities accounts and issuer of listed financial instruments

19.8%

Ottar Ertzeid

Executive Vice President of DNB ASA

DNB Livforsikring ASA - wholly owned subsidiary of DNB ASA

Member of the exchange and settlement member firm, operator of securities accounts and issuer of listed financial instruments

19.8%

With the exception of Benedicte Schilbred Fasmer and Ottar Ertzeid, all the members of the Board are deemed to be independent of the company’s largest shareholder.

The Board believes that, on an overall evaluation, the criteria set out in the Code of Practice for the Board’s independence from shareholders, business connections and the executive management are satisfied. Several of the members of the Board of Oslo Børs VPS Holding ASA have ownership interests in or are employees or elected officers of customers of the group, but only one of these customers, DNB, falls into the category of a main business connection for the group.

As part of its normal activities, the Board deals with a number of issues that may have a positive or negative effect on parties that are represented on the Board. Certain members of the Board represent shareholders/customers that may be affected in different ways by the strategic decisions taken by the group. This represents a particular challenge for the Board that it has fully recognised and discussed.

When the Board considers matters of a material character in which the chairman of the Board is, or has been, personally involved, the meeting is chaired by one of the other members of the Board for this item.

The table below shows the attendance at Board meetings by each member of the Board in 2016.

 

27 Jan

10

Feb

16

Mar

5 Apr

15

Apr

27

Apr

23

May

10 Aug

24

Aug

29 Sept

26 Oct

6 Dec

Benedicte S. Fasmer

X

X

X

X

X

X

X

X

X

X

X

X

Harald Espedal (until August)

X

X

X

X

 

X

X

X

X

 

 

 

Ottar Ertzeid

X

X

X

X

X

X

X

X

X

X

X

X

Widar Salbuvik

 

 X 

 X 

X

X

X

X

X

X

X

X

X

Catharina Hellerud (from May)

 

 

 

 

 

 

 

 X

X

X

X

X

Roy Myklebust (from October)

 

 

 

 

 

 

 

 

 

 

X

X

Sissel Bakker

X

X

X

X

X

X

X

X

X

X

X

X

Hedvig Vold (until May)

X

X

X

X

X

X

 

 

 

 

 

 

Thomas Skjønhaug (from May)

 

 

 

 

 

 

X

X

X

X

X

X

X = participated as the Chair or a member of the Board

 

9. The work of the Board

The Board produces an annual plan as part of its planning. The plan includes a schedule for the main tasks carried out by the Board annually and for other routine tasks.

The work of the Board is based on a formal mandate. The mandate sets out guidelines for the Board’s work and procedures and for the main responsibilities and duties of the chief executive officer in respect of the Board, as well as defining the authority and the jurisdiction of the Board in accordance with current legislation.

The Board approves job descriptions for the chief executive officer and the senior managers responsible for each subsidiary that specify the duties and tasks of the individual and defines his or her authority and responsibility.

The Board of Directors has not established an audit committee. The Board is of the opinion that the duties that would be carried out by an audit committee are dealt with in a satisfactory manner by the Board as a whole.

The Board of Oslo Børs VPS Holding ASA has appointed a remuneration committee. The remuneration committee prepares matters for consideration by the Board in relation to the remuneration of the chief executive officer, the group’s policy on remuneration of its other executive personnel and the principles to be applied for variable salary payments to the group’s other employees, and it also advises the chief executive officer on the remuneration of other executive personnel. The members of the remuneration committee are Benedicte Schilbred Fasmer and Harald Espedal, both of whom are independent of the group’s executive personnel. Kim Dobrowen, the chairman of the board of Verdipapirsentralen ASA, participate in meetings of the remuneration committee when the committee so wishes.

The Board regularly reviews its performance, the expertise it offers in relation to the company’s needs, its working procedures and the work of the chief executive officer and her relationship with the Board. The results are made available to the nomination committee in connection with the committee’s considerations prior to the annual general meeting.

10. Risk management and internal control

Each company in the group has approved a policy on risk management and internal control that specifies methodology, documentation and reporting requirements for its various activities, and this applies to both the managing director and the management of the subsidiary in general. Oslo Børs ASA and Verdipapirsentralen ASA operate the same policy in this respect.

Work on risk management and internal control by each subsidiary involves carrying out risk assessments of all significant areas of activity, producing action plans for all the risk factors identified, and producing and updating quality assurance documentation. The documentation produced addresses organisational matters and procedures and reporting routines through the organisational levels up to its board. Reporting also includes issues related to corporate values and ethical guidelines. Each subsidiary has a system for any concerns over illegal or unethical conduct to be notified to the board. Reporting will also include corporate social responsibility once the guidelines in this respect are in place.

The managing director of each subsidiary produces a report for the board of directors of the subsidiary and the group chief executive officer on the status of risk management and internal control, based on the arrangements described above, at least once each year. The board of directors of the subsidiary and the group chief executive officer also receive quarterly reports on risk-reducing measures and quarterly reports detailing any exceptions. The group chief executive officer reports in turn to the Board of Oslo Børs VPS Holding ASA.

Oslo Børs ASA, Verdipapirsentralen ASA and Fish Pool ASA are subject to the statutory ‘Regulation on risk management and internal control’, and as part of these requirements each company must have an internal audit function. The internal audit function for each company reports to its board of directors.

The internal control arrangements described above also include the internal control of financial reporting.

The internal control procedures include setting policies for financial management, instructions, guidelines and procedures for the various processes involved in financial reporting and detailed descriptions of the procedures for the work involved. This includes stipulating levels of authority for entering into contracts, placing purchasing orders, authorising documents and authorising payments, as well as reporting arrangements for delegated authority. The internal control environment also includes clearly defined accounting principles, competent staff and prudent separation and allocation of responsibility.

Risk assessments are carried out at least once a year to identify any potential sources of error in financial reporting. Steps are taken to ensure that any unacceptable level of residual risk is reduced, and the measures implemented are properly followed up and reported.

Control activities include a range of functions in order to help ensure that control activities are comprehensive, relevant and carried out with due care.

Use of the intranet, document management systems and financial information systems ensure a good flow of internal information and make essential documents, financial information etc. easily available to employees. Both the executive management and the Board receive comprehensive monthly financial reports. External factors are monitored both through publicly available information and by use of databases of specialised and processed information.

The internal control system is kept under continuous review, taking into account changes in requirements or any weaknesses that are identified. Changes in the organisational structure, products, operating parameters etc. may require changes to one or more levels of the internal control procedures. Exceptions are corrected and reported on a continual basis, and the executive management and the Board receive exception reports of instances that exceed predetermined criteria.

The external audit function is carried out by external personnel who report to the Board and the annual general meeting. Due notice is taken of any areas of potential improvement identified by the audit processes.

11. and 12. Remuneration of members of the Board of Oslo Børs VPS Holding ASA and executive personnel in the group

The remuneration of members of the Board is decided by the general meeting, which receives recommendations from the nomination committee in this respect.

All members of the Board, with the exception of the chairman, deputy chairman, and employee representatives, receive the same remuneration. Remuneration of the members of the Board is not linked to the company’s earnings. The remuneration paid to members of the Board is made up of a fixed annual fee. Deputy members of the Board receive a fixed fee for each meeting in which they participate. Members of the Board who sit on board committees receive additional remuneration for each meeting attended in respect of this work. No other additional remuneration is paid to members of the Board.

Members of the Board may receive additional remuneration in accordance with the Board’s mandate if they take on an assignment or other duties for the company that do not form a natural part of the responsibilities of a Board member. Any such assignment or duties to be carried out must be approved in advance by the Board and be governed by a written agreement defining the scope of the assignment or duties, their duration and terms of payment. This agreement must be in accordance with normal commercial terms in respect of payment and other matters. No member of the Board carried out any such assignment or other duties in 2016.

The Board takes a positive view of ownership of shares in the company by members of the Board, management and other employees. Shares in Oslo Børs VPS Holding are listed on the NOTC-list and are the subject of regular trading. It is therefore possible for both appointed officers and executive personnel to purchase shares at will. Share ownership programs were made available in each year from 2006 to 2016 to give employees the opportunity to buy shares in Oslo Børs VPS Holding ASA. A program has also been started for 2017. The Board is considering whether to propose a similar program to the annual general meeting to be held in May 2017. Oslo Børs VPS Holding ASA has not granted any share options.

The Board of Oslo Børs VPS Holding has produced guidelines for the remuneration of executive personnel. The guidelines stipulate that remuneration shall be determined on an individual basis, taking into account performance, expertise and experience. The remuneration of executive personnel will follow the same principles as apply for other employees in respect of the limits set for annual salary increases, the date of such increases and total remuneration comprising fixed and variable salary. The remuneration of the group chief executive officer is determined by a meeting of the Board.

Salary increases for other executive personnel are decided by the managing director of the subsidiary in question after submitting the increases to the Board’s remuneration committee and reporting the decisions made to the Board. The guidelines are included in the summons of annual general meeting and accordingly placed before the annual general meeting for an advisory vote in accordance with the requirements set out in the Public Limited Companies Act. Oslo Børs VPS has no remuneration linked to shares, share prices or related derivative instruments. The guidelines are accordingly advisory for the Board.

No member of the Board or of the executive personnel is entitled to any form of remuneration linked to shares, share prices or related derivative instruments. The group operates a scheme for variable bonuses for all employees. The scheme is based on profit for the current year, achieving specific targets for the year and a number of other factors. The members of the group management and certain other senior managers are entitled to a separate variable bonus arrangement that provides for bonuses of up to 25% of fixed salary. This group of managers must buy shares in Oslo Børs VPS Holding ASA for a part of the variable bonus. In accordance with the Code of Practice, further information on the fees paid to members of the Board and the remuneration and benefits of the executive management and other executive personnel can be found in the notes to the annual accounts.

13. Information and communications

The company’s website provides information on the company's shareholder policy, including its policy on dividends and information. Oslo Børs VPS Holding ASA has decided to act in this respect as though the company was listed on the stock exchange. However, the company’s shareholders are not subject to the requirements that apply to shareholders in listed companies in respect of disclosing significant changes in shareholding, the duty to make a mandatory offer etc.

14. Takeover

The Board will not take any steps to hinder or obstruct an offer for the company’s activities or shares unless there are particular reasons for this. Moreover, in such a situation the Board will not exercise mandates or pass any resolutions that obstruct the takeover bid unless this is approved by the general meeting following the announcement of the bid. If a bid is made for the company’s business activities or shares, the Board will arrange for a valuation by an independent expert and issue a statement evaluating the bid including a recommendation to shareholders as to whether or not they should accept the offer. Any transaction that is in effect a disposal of the company’s activities will be submitted to the general meeting. The Board will not, unless there are special reasons, enter into any transaction agreement that restricts the Board's ability to arrange competing bids for the company, or that provides for the payment of financial compensation to the bidder if the bid does not proceed. The content of any transaction agreement that is material to the market's evaluation of a bid will be publicly disclosed. 

Any resolution in respect of merger, dividing up the activities or disposing of a material part of the activities of Oslo Børs or Verdipapirsentralen that are subject to official authorisation must, pursuant to the Stock Exchange Act and the Securities Register Act, be notified to the Ministry of Finance, and the Ministry is entitled to veto any such resolution or impose conditions on the implementation of any such resolution.

15. Auditor

The auditor produces an annual audit plan that is submitted to the Board.

The auditor submits a Management Letter to the Board following the annual audit of the interim and annual accounts. The Management Letter also includes an evaluation of the company’s internal control arrangements and those of its subsidiaries. The auditor presents his conclusions to the Board in person.

The Board holds at least one meeting a year with the auditor that is not attended by the chief executive officer or any other member of the company’s management.

In connection with the issue of the auditor’s report, the auditor provides the Board with a declaration of independence and objectivity. The auditor participates in the Board meeting at which the Board approves the annual accounts, and also participates in the annual general meeting. The proposal for approval of the remuneration paid to the auditor provides a breakdown of the total remuneration between the statutory audit tasks and other assignments.

Guidelines are in place for the use of the auditor as a consultant within the group.

Contact

Visiting address:
Tollbugata 2

Postal address:
P.O. box. 460 Sentrum, 0105 Oslo

Phone: +47 22 34 17 00
Fax: +47 22 41 65 90