Bakkafrost

Corporate governance

Principles of corporate governance
P/F Bakkafrost is dedicated to maintaining high standards of corporate governance. The Company endeavours to be in compliance with the Norwegian corporate governance regime, as detailed in the Norwegian Code of Practice for Corporate Governance, published on 21 October 2009 by the Norwegian Corporate Governance Board (the “Code of Practice”).

The Company’s principles for corporate governance correspond with the Code of Practice.

To ensure adherence to the principles, the Company has elaborated specific instructions regarding rules of procedure for the Board of Directors, instructions for the Nomination Committee, instructions for the Chief Executive Officer and other management, guidelines with regards to values and ethics, instructions for the Audit Committee, an investor relations policy, guidelines relating to takeover bids and guidelines for related-party transactions.

GOVERNANCE STRUCTURE

The General Meeting

Through the General Meeting, the shareholders exercise the highest authority in the Company. All shareholders are entitled to submit items to the agenda, meet, speak and vote at General Meetings.

The Annual General Meeting is held each year before the end of April. Extraordinary General Meetings may be called by the Board of Directors at any time. The Company’s auditor or shareholders representing at least 10 percent of the total share capital may demand that an Extraordinary General Meeting be called.

General Meetings are convened by the Board of Directors.

The General Meeting elects the members and deputy members of the Board of Directors, determines the remuneration of the members of the Board of Directors, approves the annual accounts, discusses the Board of Directors’ guidelines on management remuneration and decides such other matters which by law or the Company’s Articles of Association are to be transacted at the General Meeting.

The Board of Directors
The Board of Directors has the overall responsibility for the management of the Company. This includes a responsibility to supervise and exercise control of the Company’s activities.

The proceedings and responsibilities of the Board of Directors are governed by a set of rules of procedures.

It is the Company’s intention that the members of the Board of Directors will be selected in light of an evaluation of the Company’s needs for expertise, capacity and balanced decision-making, and with the aim of ensuring that the Board of Directors can operate independently of any special interests and that the Board of Directors can function effectively as a collegiate body.

The majority of the shareholder-elected members of the Board of Directors shall be independent of the Company’s management and its main business connections. At least two of the shareholder-elected members of the Board of Directors shall be independent of the Company’s main shareholder(s). Members of the management shall not be members of the Board of Directors.

The term of office for members of the Board of Directors is two years.

Chief Executive Officer
The Chief Executive Officer is responsible for the day-to-day management of the Company. The Chief Executive Officer is responsible for ensuring that the Company's accounts are in accordance with existing Faroese legislation and regulations and other relevant laws, and that the assets of the Company are soundly managed.

The Chief Executive Officer is appointed by the Board of Directors and reports to the Board of Directors.

The powers and responsibilities of the Chief Executive Officer are defined in instructions adopted by the Board of Directors.

The Nomination Committee
According to its Articles of Associations, the Company shall have a Nomination Committee. The Nomination Committee consists of 3–5 members. The members of the Nomination Committee, including the Committee Chairman, are elected by the General Meeting. Members of the Nomination Committee serve for two-year periods.

The task of the Nomination Committee is to nominate candidates for election as members and deputy members of the Board of Directors and to make recommendations regarding the remuneration of the members of the Board of Directors.

Remuneration of the members of the Nomination Committee will be determined by the General Meeting.

Principles for the work and election of the Nomination Committee shall be presented to the General Meeting for approval.

Equal treatment
The Company has one class of shares. Each share in the Company carries one vote. All shares in the Company are freely transferable.

All shareholders shall be treated on an equal basis. The shareholders shall not be exposed to differential treatment that lacks a factual basis in the Company’s and the shareholders’ common interest.

Values and ethics
The Company aspires to create a sound corporate culture. Thus, the Board of Directors has resolved and adopted a code of conduct to these principles of corporate governance.

The Company’s policy requires its directors and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. Directors and employees must practice fair dealing, honesty and integrity in every aspect in dealing with other employees, business relations and customers, the public, the business community, shareholders, suppliers, competitors and government authorities.

The Company strives to be a reliable partner achieved by quality operations, strict discipline, prioritising high-quality solutions, predictable deliveries and a high level of service.

The Company has adopted a set of guidelines based on the highest health, safety and environment standards.

Audit matters
The Board of Directors has resolved and approved guidelines for the Company’s auditor and persons associated with the auditor performing non-auditing work.

The primary task of the auditor shall be to perform the audit work required by law and professional standards with the level of care, competence and integrity required by law and such standards. Assigning non-auditing work to the auditor or any affiliate of the auditor may potentially create conflicts of interest and diminish the public’s confidence in the auditor’s integrity and independence.

The Company shall have an Audit Committee which shall be elected by and among the members of the Board of Directors.

Equity
The Company shall have a level of equity which is appropriate to its objectives, strategy and risk profile.

Investor relations
The Company’sinformation policy shall be based on openness and equal treatment of all shareholders.

Communication with shareholders, investors and analysts is a priority for P/F Bakkafrost Holding (the “Company”). The Company’s objective is to ensure that the financial market and the shareholders have sufficient information about the Company to be certain that pricing reflects underlying values. Care will be taken by the Company to ensure an impartial distribution of information when dealing with shareholders and analysts. The Company will arrange open investor presentations in connection with the Company’s annual and quarterly reports. Presentations made for investors in connection with the annual and quarterly reports will be made available on the Company’s website. Important events affecting the Company will be reported immediately.

Take-over policy
The Company shall have a take-over policy which ensures that all shareholders are treated equally and that the Company’s business activities are not disrupted unnecessarily.

In the event of a take-over bid being made for the Company, the Board of Directors will follow the overriding principle of equal treatment for all shareholders, and will seek to ensure that the Company’s business activities are not disrupted unnecessarily. The Board of Directors will strive to ensure that shareholders are given sufficient information and time to form a view of the offer.

Related-party transactions
Any related-party transactions shall be carried out in accordance with applicable legislation and the Company’s internal guidelines.

All transactions between related parties shall be executed according to arm’s-length principles.

COMPANY		VIDEOS		BAKKAFROST LOCATIONS

Staff contact	Prospectus	Hatchery	Well boat
Company folder	Forthcoming events	Smolt release	Slaughtery
		Farming	VAP Factory


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Investor Relations Investor relations policy Market announcements Subscription Centre Forthcoming events Share information Financial reports Analyst coverage Prospectus Annual general meeting Financial calendar Corporate governance Corporate governance Nomination committee Articles of association IR Contact	Corporate governance Principles of corporate governance P/F Bakkafrost is dedicated to maintaining high standards of corporate governance. The Company endeavours to be in compliance with the Norwegian corporate governance regime, as detailed in the Norwegian Code of Practice for Corporate Governance, published on 21 October 2009 by the Norwegian Corporate Governance Board (the “Code of Practice”). The Company’s principles for corporate governance correspond with the Code of Practice. To ensure adherence to the principles, the Company has elaborated specific instructions regarding rules of procedure for the Board of Directors, instructions for the Nomination Committee, instructions for the Chief Executive Officer and other management, guidelines with regards to values and ethics, instructions for the Audit Committee, an investor relations policy, guidelines relating to takeover bids and guidelines for related-party transactions. GOVERNANCE STRUCTURE The General Meeting Through the General Meeting, the shareholders exercise the highest authority in the Company. All shareholders are entitled to submit items to the agenda, meet, speak and vote at General Meetings. The Annual General Meeting is held each year before the end of April. Extraordinary General Meetings may be called by the Board of Directors at any time. The Company’s auditor or shareholders representing at least 10 percent of the total share capital may demand that an Extraordinary General Meeting be called. General Meetings are convened by the Board of Directors. The General Meeting elects the members and deputy members of the Board of Directors, determines the remuneration of the members of the Board of Directors, approves the annual accounts, discusses the Board of Directors’ guidelines on management remuneration and decides such other matters which by law or the Company’s Articles of Association are to be transacted at the General Meeting. The Board of Directors The Board of Directors has the overall responsibility for the management of the Company. This includes a responsibility to supervise and exercise control of the Company’s activities. The proceedings and responsibilities of the Board of Directors are governed by a set of rules of procedures. It is the Company’s intention that the members of the Board of Directors will be selected in light of an evaluation of the Company’s needs for expertise, capacity and balanced decision-making, and with the aim of ensuring that the Board of Directors can operate independently of any special interests and that the Board of Directors can function effectively as a collegiate body. The majority of the shareholder-elected members of the Board of Directors shall be independent of the Company’s management and its main business connections. At least two of the shareholder-elected members of the Board of Directors shall be independent of the Company’s main shareholder(s). Members of the management shall not be members of the Board of Directors. The term of office for members of the Board of Directors is two years. Chief Executive Officer The Chief Executive Officer is responsible for the day-to-day management of the Company. The Chief Executive Officer is responsible for ensuring that the Company's accounts are in accordance with existing Faroese legislation and regulations and other relevant laws, and that the assets of the Company are soundly managed. The Chief Executive Officer is appointed by the Board of Directors and reports to the Board of Directors. The powers and responsibilities of the Chief Executive Officer are defined in instructions adopted by the Board of Directors. The Nomination Committee According to its Articles of Associations, the Company shall have a Nomination Committee. The Nomination Committee consists of 3–5 members. The members of the Nomination Committee, including the Committee Chairman, are elected by the General Meeting. Members of the Nomination Committee serve for two-year periods. The task of the Nomination Committee is to nominate candidates for election as members and deputy members of the Board of Directors and to make recommendations regarding the remuneration of the members of the Board of Directors. Remuneration of the members of the Nomination Committee will be determined by the General Meeting. Principles for the work and election of the Nomination Committee shall be presented to the General Meeting for approval. Equal treatment The Company has one class of shares. Each share in the Company carries one vote. All shares in the Company are freely transferable. All shareholders shall be treated on an equal basis. The shareholders shall not be exposed to differential treatment that lacks a factual basis in the Company’s and the shareholders’ common interest. Values and ethics The Company aspires to create a sound corporate culture. Thus, the Board of Directors has resolved and adopted a code of conduct to these principles of corporate governance. The Company’s policy requires its directors and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. Directors and employees must practice fair dealing, honesty and integrity in every aspect in dealing with other employees, business relations and customers, the public, the business community, shareholders, suppliers, competitors and government authorities. The Company strives to be a reliable partner achieved by quality operations, strict discipline, prioritising high-quality solutions, predictable deliveries and a high level of service. The Company has adopted a set of guidelines based on the highest health, safety and environment standards. Audit matters The Board of Directors has resolved and approved guidelines for the Company’s auditor and persons associated with the auditor performing non-auditing work. The primary task of the auditor shall be to perform the audit work required by law and professional standards with the level of care, competence and integrity required by law and such standards. Assigning non-auditing work to the auditor or any affiliate of the auditor may potentially create conflicts of interest and diminish the public’s confidence in the auditor’s integrity and independence. The Company shall have an Audit Committee which shall be elected by and among the members of the Board of Directors. Equity The Company shall have a level of equity which is appropriate to its objectives, strategy and risk profile. Investor relations The Company’sinformation policy shall be based on openness and equal treatment of all shareholders. Communication with shareholders, investors and analysts is a priority for P/F Bakkafrost Holding (the “Company”). The Company’s objective is to ensure that the financial market and the shareholders have sufficient information about the Company to be certain that pricing reflects underlying values. Care will be taken by the Company to ensure an impartial distribution of information when dealing with shareholders and analysts. The Company will arrange open investor presentations in connection with the Company’s annual and quarterly reports. Presentations made for investors in connection with the annual and quarterly reports will be made available on the Company’s website. Important events affecting the Company will be reported immediately. Take-over policy The Company shall have a take-over policy which ensures that all shareholders are treated equally and that the Company’s business activities are not disrupted unnecessarily. In the event of a take-over bid being made for the Company, the Board of Directors will follow the overriding principle of equal treatment for all shareholders, and will seek to ensure that the Company’s business activities are not disrupted unnecessarily. The Board of Directors will strive to ensure that shareholders are given sufficient information and time to form a view of the offer. Related-party transactions Any related-party transactions shall be carried out in accordance with applicable legislation and the Company’s internal guidelines. All transactions between related parties shall be executed according to arm’s-length principles.