Treasure ASA has a corporate governance regime which will comply with the Norwegian Code of Practice for Corporate Governance. The company is included in a corporate governance report, as part of Wilh. Wilhelmsen ASA’s annual report.
Treasure ASA is in compliance with the code, with the following exceptions:
- The company is in deviation from section 6 of the code, as the Articles of Association stipulate that the chair of the company hosts the general meetings.
- The company has a nomination committee. Such committee is however not provided for in the Articles of Association and the company is therefore in deviation with section 7 of the code. The general meeting of the company has not set out guidelines for the nomination committee.
- The company has not developed opportunities for shareholders to submit proposals for candidates to the Nomination committee, deviating from the code section 7.
- The whole board acts as a remuneration committee and the company therefore deviates from the requirements set out in section 9 of the code.
- The board of directors has not determined guidelines for its response to possible takeover bids as recommended in section 14 of the code. However, the board would seek to treat all shareholders equally should such circumstances arise.
The company has a nomination committee composed of Wilhelm Wilhelmsen (chair), Gunnar Frederik Selvaag and Jan Gunnar Hartvig. The nomination committee will be responsible for recommending candidates for the election of members to the board, as well as make recommendations for remuneration of the board members.
The Company’s board of directors composes the audit committee in its entirety. At least one of the members of the committee has relevant qualifications within accounting/auditing (Christian Berg) and at least two of the members are independent of the Treasure group’s operations as described in Section 12.1 “The board of directors”. The primary purposes of the audit committee are to act as a preparatory and advisory committee for the board of directors in questions concerning accounting, audit and finance.
The whole board acts as a remuneration committee. Given the size of the board and the fact that the board jointly is responsible for its decisions, the board has deemed that separate committees, such as a remuneration committee, are not necessary.
Articles of Association
As of 20 April 2016
Article 1 – Name
The name of the company is Treasure ASA. The company is a public limited company.
Article 2 – Registered address
The company has its registered address in the municipality of Bærum. The general meeting may also be held in the municipalities of Oslo, Tønsberg or Nøtterøy.
Article 3 – Business activities
The objective of the company is to engage in shipping, maritime services, aviation, industry, commerce, finance business, brokerage, agencies and forwarding, to own or manage real estate, and to run business related thereto or associated therewith. This may take place in a direct manner, or in an indirect manner by way of guarantee, share subscription, or in other ways.
Article 4 – Share capital
The company’s share capital is NOK 1,000,000 divided into 1,000,000 shares, each with a nominal value of NOK 1. The shares shall be registered in a securities register.
Article 5 – Board of directors
The company’s board shall consist of three to nine members and up to three deputy members, according to the decision of the general meeting. The board elects their own chair.
Article 6 – Signatory rights
The chair of the board solely or two board members jointly have the right to sign on behalf of the company.
Article 7 – General meeting
It is not necessary to forward to the shareholders documents relating to matters to be deliberated by the general meeting, hereunder documents required by statute to be included in, or appended to, the notice of the general meeting, provided that such documents are available on the website of the company. A shareholder may nevertheless request that documents relating to matters to be deliberated by the general meeting are forwarded to him or her.
The annual general meeting shall deal with and decide the following matters:
- Approval of the annual accounts and the annual report, including distribution of dividend.
- Adoption of the auditor’s remuneration.
- Determination of the remuneration for board members and deputy board members.
- Election of members and deputy members to the board, and election of the auditors (if they are up for election).
- Other issues, which according to the law or the Articles of Association come under the general meeting.
General meetings are presided over by the chair of the board.
Shareholders are able to vote in writing, including through electronic communication, in a period before the general meeting. The board can stipulate guidelines for such advance voting. It must be stated in the notice for the general meeting which guidelines have been set.
The notice of a general meeting may state that those shareholders wishing to participate in the general meeting have to report to the company by a certain deadline which shall not be less than two working days prior to the general meeting.
Board and management