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Magnora ASA — Proxy Solicitation & Information Statement 2010
Feb 17, 2010
3659_rns_2010-02-17_754a67d3-861c-408b-bde6-e79709a5b6c1.pdf
Proxy Solicitation & Information Statement
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To the Shareholders of Sevan Marine ASA
From the Nomination Committee
Ordinary General Meeting 2010
On the Company's Annual General Meeting ("AGM") scheduled for April 21, 2010, election of Board of Directors will be on the agenda.
The Nomination Committee of Sevan Marine ASA consists of:
- Arne Smedal (in capacity of Chairman of the Board of Directors)
- Mimi Kristine Berdal
- Christel Borge
The mandate of the Nomination Committee is to propose candidates for the Board of Directors and the Nomination Committee to be elected by the shareholders and to propose the remuneration of the Board of Directors.
The Board of Directors of Sevan Marine ASA has since the AGM in 2009 consisted of:
- Arne Smedal (Chairman);
- Vibeke Strømme (Deputy Chairman);
- Kåre Syvertsen;
- Hilde Drønen;
- Stephan Marc Zeppelin;
- Jorunn Haugen (Employee representative); and
- Jørgen Skotnes (Employee representative).
In December 2009 Vibeke Strømme (Deputy Chairman) resigned from the Board of Directors.
Further, the ordinary term of office expires on the forthcoming AGM for two of the Directors; Arne Smedal (Chairman) and Hilde Drønen. These Directors should therefore be either re-elected or replaced.
The Company's Board of Directors shall consist of 5 to 9 members, of which 2 members shall be elected from and amongst the employees in the Sevan Marine Group. The two Directors elected from and amongst the employees are appointed pursuant to separate procedures and are not covered by the Nomination Committee's mandate.
Board of Directors
Prior to Vibeke Strømme resigning, the Board of Directors complied with the Norwegian legislation requiring equality of both genders on the Board of Directors. If the Board of Directors consists of 6 shareholder-elected Directors, there must be an equality of both genders amongst the Directors (i.e. 3 men and 3 women). If, on the other hand, the Board of Directors consists of 5 shareholder-elected Directors, at least 2 Directors must be of the opposite gender than the majority (i.e. 3 men and 2 women or vice versa).
In light of the above, the Nomination Committee currently considers proposing a Board of Directors for the Company still to consist of a total of 5 Directors elected by the shareholders, with gender division of 3 Directors of one gender and 2 Directors of the opposite gender.
New legislation effective in 2010 introduces certain mandatory requirements regarding establishment of an Audit Committee, which includes requirements in respect of the composition and qualifications of the members of the committee. The members of the Audit Committee are elected by and amongst the Board of Directors. The Nomination Committee, and the General Meeting, should take these requirements into consideration in the composition of the Board of Directors.
The Nomination Committee will, in addition to the statutory requirements, also take into consideration the Norwegian Code of Practice for Corporate Governance.
Nomination Committee
Pursuant to the Articles of Association of the Company, the Company shall have a Nomination Committee consisting of the Chairman of the Board of Directors, who shall also act as Chairman of the Nomination Committee, and two members elected by the General Meeting. The members elected by the General Meeting are appointed for two years.
Mimi K. Berdal and Christel Borge were elected for a two year term at the AGM in 2009 and shall therefore not be replaced at the forthcoming AGM.
Pursuant to the Norwegian Code of Practice for Corporate Governance of October 21, 2009, the members of the Nomination Committee should be selected to take into account the interests of the Shareholders in general. The majority of the committee should be independent of the Board of Directors and the executive management and only one committee member at the most should also be Director of the Board, and only provided he or she is not a candidate for re-election to the Board. In light of the foregoing, the Nomination Committee has proposed to the Board of Directors a corresponding amendment to the provision in the Articles of Association of the Company that deals with the composition of the Nomination Committee.
The Nomination Committee has been informed that the Board of Directors has assessed the current arrangement whereby the Chairman of the Board of Directors is chairing the Committee. The Board of Directors are of view that this alternative is in the best interest of the Company and the shareholders in general. The Board of Directors will address this issue in its annual evaluation of performance and expertise and continue to obtain and consider the views of the Nomination Committee. The report of the Board of Directors' evaluation of performance and expertise is made available to the Nomination Committee.
Proposals to the Nomination Committee
Prior to making any decision, the Nomination Committee would highly appreciate any views or suggestions you as a Shareholder of the Company may have on the composition of the Board of Directors and, in particular, any individuals that you may wish to introduce as candidates for the Board of Directors.
Please inform any of the members of the Nomination Committee by e-mail of any such views or candidates no later than March 17, 2010.
The Nomination Committee:
Arne Smedal: [email protected]
Mimi K. Berdal: [email protected]
Christel Borge: [email protected]