Corporate governance compliance
Marine Harvest ASA (“Marine Harvest” or the “Company”) considers good corporate governance a prerequisite for generating shareholder value, as well as achieving a low cost of capital and merit investor confidence. Marine Harvest strives to ensure that its internal control mechanisms and management structures comply with generally accepted principles for good corporate governance.
Marine Harvest holds the view that its current policies for corporate governance are in line with the latest version of the Norwegian Code of Practice for Corporate Governance (the “Norwegian Code”). A full description of the Norwegian Code is available from the Oslo Stock Exchange’s website (www.ose.no). As a consequence of Marine Harvest’s listing on the New York Stock Exchange, the Company also complies with certain sections of the Sarbanes- Oxley (“SOX”) Act and other applicable requirements for listed companies.
The following sections explain how Marine Harvest has addressed the various issues covered by the Norwegian Code.
1. Implementation and reporting on corporate governance principles
The Board of Directors of Marine Harvest (the “Board”) is aware of its responsibility for the development and implementation of internal procedures and regulations to ensure that the Company and its subsidiaries (together, the “Group”) complies with applicable principles for good corporate governance. The Board reviews the overall position of the Group in relation to such principles annually, and reports thereon in the Company’s annual report in accordance with the requirements for listed companies and the Norwegian Code. The Board has defined the Group’s overall vision as “Leading the Blue Revolution”. Closely linked to the vision are the Group’s global values “Passion”, “Change”, “Trust” and “Share”.
- Passion for the company and the product: passion is the key to our success and how we make a difference.
- Change is the new “normal”: we are ready for change and work continuously to improve our operations.
- Trust is essential in everything we do: our operations provide safe, delicious and healthy food, and we deliver on our promises.
- Share is the backbone of our more than 12,000 employees: we share knowledge and experience, we are open and transparent, and we cooperate with key stakeholders globally.
Marine Harvest’s leadership principles were put in place to strengthen the link between individual management actions and our vision. Our leadership principles are:
- Inspire people: we recruit the very best and build talent for the future. We strive to create winning teams and challenge people to succeed.
- Make it happen: we challenge existing thinking and promote change and innovation. We encourage people to propose solutions and learn from mistakes.
- Live the values: we want our leaders to be role models and build our culture; leaders should show direction and engage with stakeholders.
- Think and act: we want our leaders to think and act as if the company was their own. Leaders should do what is best for the company, bearing in mind both the short and the long-term picture.
With a new Human Resource system, People @ Marine Harvest (Oracle HCM) to help us track and follow up management compliance with these leadership principles, we are in position to start measuring our managers’ performance in 2016.
The Group is made up of individuals with different backgrounds, nationalities, cultures and customs. Their conduct - what each and every employee does and says each day - determines the Group’fs ability to succeed as an organization. The Code of Conduct sets standards for behavior that can be expected between colleagues, and that external parties can expect from employees of the Group. The Code of Conduct was updated in 2014. It has been communicated to employees, and it is expected that all employees make a personal commitment to abide by the Code of Conduct. Testing of each employee’s understanding has been, and will continue to be, carried out regularly. The most recent test was performed in December 2015. The Code of Conduct is available at www.marineharvest.com.
Our four guiding principles underpin our vision and guide our behavior in a balanced way. Growth must be sustainable from an environmental, social and financial perspective. We need good financial results to drive the sustainable development of our operations. This interdependency is the foundation for our four equally important guiding principles: “Profit”, “Planet”, “Product” and “People”.
- Profit: our profits hinge on our ability to provide customer value from healthy, tasty and nutritious seafood, farmed both cost-effectively and in an environmentally sustainable way that maintains the aquatic environment and respects the needs of the wider society.
- Planet: our operations and long-term profitability ultimately depend on sustainable and environmentally responsible interactions with the natural environment. We rely on qualified personnel to maintain fish health, avoid escapes and minimize the environmental impact of our operations.
- Product: we aim to continually deliver healthy, tasty and responsibly produced seafood to our customers to deliver long-term financial profitability.
- People: the safety, self-respect and personal pride of our employees cannot be compromised if Marine Harvest is to succeed as a company and maintain good relationships with local communities.
Marine Harvest has defined specific ambitions for each principle, with corresponding key performance indicators. Defining targets is an integrated part of the budget and long-term planning processes, and achievements are reported in operational review meetings with all Business Units, and in business review meetings with the three Business Areas; Feed, Farming and Sales and Marketing. Development and implementation of best practice is achieved through the global quality system, Qmarine, which contains our standard operating procedures. In addition, a global set of policies have been drawn up to guide decisions, manage risk and achieve results. Marine Harvest’s governance and management structure is further described on the website at www.marineharvest.com.
Marine Harvest’s objective is defined in the Company’s articles of association: “The objective of the Company is production, refinement, sale and distribution of seafood and goods used in seafood production, either directly or through participation in other companies and hereto-related activities.”
The articles of association are available from the Group’s website at www.marineharvest.com. To achieve the objective set forth in the articles of association, the Board has adopted a corporate strategy whose ambitions and priorities lie within the framework of the Group’s vision and four guiding principles. The vision “Leading the Blue Revolution”h provides direction and shows possibilities. The Group’s overall ambition is to grow organically as well as through acquisitions. At present, growth is focused on the salmon value chain, from feed to fork.
In line with this strategy, the Group’s first feed plant was opened in Norway in July 2014, and it has proven to be a success. In December 2015 the Board of Directors approved the development of a new feed plant in Scotland. In 2014 the downstream operations of Marine Harvest VAP Europe were merged with Morpol’s processing activities to form Marine Harvest Consumer Products. The ambition of Consumer Products is to become a seafood category leader, with a strong focus on quality, innovation, brand building and excellent customer service. As we are aiming for growth in sales of value-added products, production capacity must also increase. Our Rosyth plant, near Edinburgh, opened in 2015. It offers capacity and scope for a wide range of innovative products in the seafood category. In 2015 we also largely completed upgrading the processing plant in Ustka, Poland, to streamline the operation and improve production efficiency. These are all important steps to becoming a leading integrated provider of proteins from the ocean.
The material aspects of the four guiding principles were systematically assessed for the first time in 2012. Based on this assessment, our key performance indicators were realigned to the different material aspects of the operations. In 2015 the assessment was reviewed and the material risks/ challenges and opportunities were found to be largely unchanged. The process of defining material aspects is thoroughly discussed in the appendix to this Integrated Annual Report, and in the section Risk Management - the Marine Harvest Way. The ambitions and the priorities set to achieve them are regularly reviewed and revised by the Board. Through its discussion of the long-term plan, the Board sets the targets for the Group for the following five years. Many of the targets are discussed in the relevant sections of this Integrated Annual Report (R&D, Profit, Planet, Product and People).
3. Equity and dividends
The shareholders’ equity as of December 31, 2015 was NOK 18,187.2 million, which represents 45.2% of the Group’s total assets. Marine Harvest ASA’s objective is to maintain an equity level that is appropriate for the Company’s strategy and risk profile. The Board’s ambition is that Marine Harvest ASA’s shareholders will achieve a competitive return on their investment over time, through a combination of dividends and an appreciation of the value of the Company’s shares. The Board has defined the following long-term dividend policy:
- The quarterly dividend level shall reflect the Company’s present and expected future cash flow generation
- To this end, a target level for net interest-bearing debt is determined, reviewed and updated on a regular basis
- When the target is met, at least 75% of the annual free cash flow after operational and financial commitments will be distributed as dividends. To facilitate quarterly distribution of dividends in an efficient and cost effective manner, the Board seeks a general authorization from the General Meeting to distribute dividends. Such authorizations shall, however, be limited to a maximum aggregate amount, and limited in time to the next Annual General Meeting (“AGM”). At the 2015 AGM, the Board was granted the following authorizations:
- To approve the distribution of dividends based on the Company’s annual accounts for 2014. The authority also includes distribution in the form of repayment of paid-in capital.
- The authority may be used to approve the distribution of dividends up to an aggregate amount of NOK 5,000,000,000.
- The authority is valid for dividends from and including the second quarter of 2015 until the AGM in 2016, though no later than June 30, 2016.
- To purchase up to 45,008,565 shares in the Company (representing 10% of the shares in issue at the time) during the period up until the AGM in 2016, though no later than June 30, 2016.
- To increase the Company’s share capital by up to 45,008,565 shares (representing 10% of the shares in issue at the time). The authority did not define the purpose(s) of such a capital increase. The authority expires at the AGM in 2016, though no later than June 30, 2016.
- To take up convertible bond loans of up to NOK 3,200 million (par value), convertible to a maximum of 64 million new shares, with a total share capital increase of up to NOK 480 million, during the period up until the AGM in 2016, though no later than June 30, 2016.
4. Equal treatment of shareholders and transactions with related parties
Marine Harvest ASA has one class of shares.
Any purchase or sale by the Company of its own shares will be carried out either through the Oslo Stock Exchange or at prices quoted on the Oslo Stock Exchange. Marine Harvest also has American Depositary Shares (ADSs) represented by American Depositary Receipts (ADRs) listed on the New York Stock Exchange.
Any transaction between the Company and a related party will be on arm’s length terms or, if relevant, will rest on a valuation obtained from an independent third party. Marine Harvest ASA will make sure that major transactions with related parties are approved by the AGM in accordance with the Norwegian Public Limited Liability Companies Act.
The Board is currently authorized to set aside the pre-emption rights of existing shareholders in capital increases if it exercises its authority to issue new shares, cf. above. This is to simplify the procedure in connection with capital increases to finance further growth and/or the offering of shares as consideration in acquisitions where this is deemed a favorable form of settlement. Members of the Board and the Global Management Team have an obligation, pursuant to the Company’s Code of Conduct, to disclose to the Board any material interest in transactions to which the Group is a party. The Code of Conduct is available at www.marineharvest.com.
5. Freely negotiable shares
All shares in the Company have equal rights and may be traded freely. Marine Harvest also has American Depositary Shares (ADSs) represented by American Depositary Receipts (ADRs) listed on the New York Stock Exchange.
6. General meetings
The interests of the Company’s shareholders are primarily exercised at the Company’s general meetings. It is the Company’s goal that as many shareholders as possible are given the opportunity to participate in its general meetings and that the general meetings are organized so as to ensure that they represent an effective forum for the Company’s shareholders to express their views.
Notices of general meetings are made available on the Company’s website, www.marineharvest. com, and through a separate notice to the Oslo Stock Exchange at least 21 days in advance of the general meeting.
All shareholders with a known address are notified of general meetings a minimum of two weeks in advance. The notice contains detailed information on the resolutions proposed and matters to be considered at the general meeting. It includes the deadline for shareholders to register their intention to attend the general meeting, as well as instructions on how they can cast their votes by proxy. The deadline for registration is set as close to the date of the general meeting as possible.
When documents concerning matters that are to be dealt with at a general meeting have been made accessible to the shareholders on the Company’s website, the requirement stipulated by the Norwegian Public Companies Act that the documents shall be sent to shareholders by ordinary mail does not apply. This also applies to documents which, according to law, shall be included in or enclosed with the notice of a general meeting. A shareholder can, however, demand that documents concerning matters that are to be dealt with at a general meeting be sent to him or her by ordinary mail.
The notice of a general meeting shall contain a reference to the Company’s website, where shareholders can access relevant documents and, if appropriate, any other information that shareholders may need to gain access to such documents. The Chairman of the Board, the leader of the Nomination Committee, the CEO and the external auditor shall all be present at the AGM. Marine Harvest does not have a policy that requires the other directors of the Board to attend the AGM.
The AGM elects a chair to preside over the meeting and one person to sign the minutes of the meeting together with the elected chair. The minutes are published on the Company’s website.
The AGM approves the annual financial statements and annual report, the Board of Directors’ report and any proposed dividend. The AGM also approves the remuneration to be paid to the members of the Board, the Nomination Committee (as defined below) and the external auditor.
Other items on the agenda for the AGM may include authorization for the Board to acquire the Company’s shares and to increase the Company’s share capital, to take up loans convertible into shares, and the election of the members of the Board and the Nomination Committee (please refer to section 3 Equity and Dividend).
Pursuant to Section 6-16a of the Norwegian Public Limited Liability Companies Act, the Board has implemented guidelines for the determination of the remuneration payable to the Company’s CEO and other senior executives. These guidelines are tabled for resolution at the AGM.
All shares carry an equal right to vote at general meetings. Resolutions at AGMs are normally passed by simple majority unless otherwise required by Norwegian law.
The Annual General Meeting for 2014 was held on June 8, 2015. Relevant documents relating to the 2015 AGM are available on the Company’s website www.marineharvest.com.
7. Nomination committee
The AGM elects the Company’s nomination committee (the “Nomination Committee”). The Nomination Committee consists of three members, all of whom are independent of the Board and the Company’s executive management. The current members of the Nomination Committee are: Robin Bakken (Chairman), Nils Bastiansen and Merete Haugli. The Nomination Committee submits its recommendations to the AGM regarding the election of members to the Board and the Nomination Committee and their respective remuneration.
The general meeting has approved a set of instructions defining the responsibilities of the Nomination Committee. These instructions are available from www.marineharvest.com. All shareholders are invited to propose candidates to the Board and the Nomination Committee through the Company’s website.
8. Corporate assembly and board of directors: compositions and independence
The Company does not have a corporate assembly.
According to the Company’s articles of association, the Company shall have a Board consisting of a minimum of six and a maximum of 12 members. The Chairman of the Board and the Deputy Chairman of the Board are both elected by the general meeting based on a proposal from the Nomination Committee, as are the other members representing the shareholders. Board members are elected for a period of one or two years at a time. In order to ensure continuity, not all seats on the Board come up for election in the same year.
At present, the Board consists of nine members, of which six are elected by the general meeting and three are representatives of the employees in Norway. All Board members are considered independent of the Company’s executive management and material business partners. The majority of the Board members elected by the shareholders are independent of the Company’s largest shareholder. No executives are members of the Board.
The members of the Board, including their CVs, are presented in this Integrated Annual Report. The shareholdings of Board members are listed in Note 24. The Board is of the opinion that it has sufficient expertise and capacity to perform its duties in a satisfactory manner.
9. The work of the board of directors
According to the Norwegian Public Limited Liability Companies Act, the Board has overall responsibility to oversee the management of the Company, while the CEO is responsible for dayto- day management. The Board is responsible for ensuring that the Group’s activities are soundly organized, and for approving all plans and budgets for the activities of the Group. The Board approves a statement of the CEO’s duties, responsibilities and authorizations.
The Board keeps itself informed about the Group’s activities and financial situation, and is under an obligation to ensure that its activities, financial statements and asset management are subject to adequate control through the review and approval of the Group’s monthly and quarterly reports and financial statements. The Board shall also ensure that the Group has satisfactory internal control systems.
The CEO is in charge of the day-to-day management of the Group, and is responsible for ensuring that the Group is organized in accordance with applicable laws, the Company’s articles of association and the decisions adopted by the Board and the Company’s general meeting. The CEO has particular responsibility for ensuring that the Board receives accurate, relevant and timely information in order to enable it to carry out its duties. The CEO shall also ensure that the Group’s financial statements comply with Norwegian legislation and regulations and that the assets of the company are soundly managed.
The Board has formally assessed its performance and expertise in 2015 as recommended by the Norwegian Code.
The Board conducted 24 meetings during 2015, of which eight were held in person. The attendance rate at the physical meetings was 93%. In 2015 the Board continued to spend significant time on the strategic positioning of the company following the decision to transform the Group from a production- driven farming company into an integrated producer of protein from the ocean.
The Board has chosen not to appoint a remuneration committee. Matters relating to the remuneration of executive personnel are discussed by the Board without presence of the CEO or other management representatives.
The Board has one subcommittee: The Audit Committee.
The Board’s Audit Committee
The Board’s Audit Committee consists of three directors: Leif Frode Onarheim, Helene Vibbleus and Lisbet K. Naro (the “Audit Committee”).
The responsibility of the Audit Committee is to monitor the Company’s financial reporting process and the effectiveness of its systems for internal control and risk management. The Audit Committee shall also keep in regular contact with the Company’s auditor regarding the auditing of the annual accounts, and shall evaluate and oversee the auditor’s independence. The Audit Committee reviews ethical and compliance issues. All three members of the Audit Committee are deemed to be independent of the Company’s management. The Audit Committee reports to the Board. The Audit Committee conducted eight meetings during 2015. Apart from the regular items to be covered by the committee, the implementation of internal controls with respect to financial reporting in accordance with the requirements of the SOX Act’s Section 404 was given particular priority during 2015.
The Audit Committee has formally assessed its performance and expertise in 2015 as part of the Board’s assessment.
10. Risk management and internal control
The Board and management attach great importance to the quality of the Group’s risk management and internal control systems. Risk management and internal control systems are important to enable the Group to meet its strategic goals. These systems form an integrated part of management’s decision-making processes and are central elements in the organization of the Group and the development of routines.
By means of a materiality assessment we have identified areas of opportunity and risk that could influence our ability to achieve our goals and deliver on our strategy.
Risk management is what we do to manage our risk in order to provide reasonable assurance to our stakeholders that we will achieve our goals. We have applied the COSO enterprise risk framework, dividing risk into four categories:
1. Operational risk
2. Strategic risk
3. Reporting risk
4. Compliance risk
As we consider our operational risk to cover several individually important sub categories of risk, we have chosen a more detailed risk categorization. Our operational risk category therefore includes the following sub categories:
a. Risks related to the sale/supply of our products
b. Risks related to governmental regulations
c. Risks related to our fish farming operations
d. Risks related to our supply of fish feed and feed operations
e. Risks related to our industry
f. Risks related to our business
g. Risks related to our financing arrangements
h. Risks related to tax and legal matters
i. Risks related to climate change
We updated our risk categorization in 2015 in an effort to present a consistent and complete risk picture in our different reports. We believe that our updated categorization addresses the main risk areas that could influence our ability to deliver on our strategy. We work continuously to mitigate identified risks and capitalize on opportunities by tracking and following up key performance indicators within the framework of our four guiding principles. We believe that our long-term success depends on our ability to manage the risks associated with our operations, strategy, reporting and compliance.
For more detailed descriptions of the risks associated with our operations, please see the section Risk Management The Marine Harvest Way and the sections “Profit”, “Planet”, “Product” and “People” included in this Integrated Annual Report, as well as our Annual Report on form 20-F, which is available from our website. For a more detailed description of the risks related to our financing arrangements, please refer to the Board of Directors report and Note 13 to the Group financial statements.
The risk of material misstatements in our financial reporting is addressed by key controls as part of the SOX internal control requirements.
A continuous risk management process, including analysis, management and follow-up of significant risks, is performed to ensure that the Group is managed in accordance with the risk profile and strategies approved by the Board. This process encompasses the Group’s guiding principles and ethical guidelines. The Board reviews the Group’s overall risk profile in relation to strategic, operational and transaction-related issues at least once every year. The status of the overall risk situation is reported and discussed with the Board in connection with the annual budget process. The Audit Committee assists the Board and functions as a preparatory body with regards to surveillance of the Company’s systems for internal control, internal audit and risk management.
Management’s report on internal control of financial reporting
The Board and Group management are responsible for establishing and maintaining adequate internal control over financial reporting. The process for internal control is developed under the supervision of the Chief Financial Officer. The process is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Group’s Financial Statements for external reporting purposes in accordance with International Financial Reporting Standards and the interpretations issued by the International Accounting Standards Board (IASB) as adopted by the European Union (EU IFRS) and the Norwegian Accounting Act.
The Audit Committee monitors financial reporting and its related internal controls, including application of accounting principles and informed judgements. Group management and the Audit Committee have regular meetings with the external auditor present to discuss issues related to financial reporting.
Financial reporting in Marine Harvest is an integrated part of the Group’s corporate governance. Distinct roles, responsibilities and duties have been established. Requirements with regard to content and deadlines, including accounting policies, checks and validations, have been clearly defined. A key element in the financial reporting process is risk assessment. A risk assessment is performed at least annually, and key controls and control procedures are established to mitigate identified risks. Compliance is reported to the Audit Committee. The Group’s applied accounting principles are described in an online accounting manual.
All Business Units periodically upload their financial statements into a common consolidation system, based on a common chart of accounts. All subsidiaries are responsible for the accuracy of their reported figures, and for ensuring that their financial reporting is in compliance with the Group’s accounting principles. In addition, general and analytical controls of the reported figures are performed at corporate level.
Additional information is disclosed in connection with quarterly and annual reporting. Extended controls are carried out as part of the quarterly and the year-end reporting processes.
The Group has sufficient expertise to complete proper and efficient financial reporting in accordance with IFRS and the Norwegian Accounting Act.
In 2015 the Company continued to strengthen its internal control with respect to financial reporting, as a result of being subject to Section 404 of the Sarbanes-Oxley Act, following its listing on the New York Stock Exchange (NYSE) in January 2014. The Company’s implemented controls were tested by both management and EY, the Company’s independent auditor, for the year ended December 31, 2015. Based on the test results, we concluded that our internal control over financial reporting was effective. Our independent auditor, EY has also concluded that our internal control over financial reporting was effective and issued an unqualified opinion as part of their audit of the financial statements for the year ended December 31, 2015.
Code of Conduct and ethical guidelines
The Code of Conduct describes Marine Harvest ASA’s commitment and requirements in connection with ethical issues relevant to business practice and personal conduct. Marine Harvest ASA will, in its business activities, comply with applicable laws and regulations, and act in an ethical, sustainable and socially responsible manner. The Code of Conduct has been communicated to employees, and each employee is expected to make a personal commitment to abide by the Code of Conduct. In 2014 a third-party-operated whistleblower channel was established to facilitate the reporting of concerns about potential violations of the law and breaches of Marine Harvest’s Code of Conduct in all areas. In 2015 three incidents were reported through the whistleblower channel. The reported incidents were followed up, but none were found to be of such a nature that serious actions were required.
Marine Harvest has also established a group-wide policy to combat fraud and corruption as part of its risk management, internal control and corporate governance process. The internal audit function, which is outsourced to PwC, also has a specific focus on fraudulent and unethical behavior.
11. Remuneration of the board of directors
Remuneration for the members of the Board is determined by the AGM based on a proposal from the Nomination Committee. The remuneration reflects the Board’s responsibility, expertise, time, commitment and the complexity of the Company’s activities. Remuneration is not linked to the Company’s performance. All members of the Board, with the exception of the Chairman and the Deputy Chairman, receive the same remuneration. The members of the Audit Committee receive separate, additional remuneration. The fee paid to the members of the Board is fixed for each 12-month period (from AGM to AGM). The remuneration paid to members of the Board is disclosed in Note 15 to the Marine Harvest ASA financial statements.
12. Remuneration of the executive management
The Board of Marine Harvest ASA determines the principles applicable to the Group’s policy for compensation of senior executives. The Board is directly responsible for determining the CEO’fs salary and other benefits. The CEO is, in consultation with the Chairman of the Board, responsible for determining the salary and other benefits for the Group’s other senior executives. The Group’s senior executives include the management team of each Business Area as well as the senior members of the corporate staff.
The following guidelines underpin the determination of compensation payable to the Group’s senior executives:
- The total compensation offered to senior executives shall be competitive, both nationally and internationally.
- The compensation shall contain elements providing necessary financial security following termination of the employment relationship, both before and after retirement.
- The compensation shall be motivating, both for the individual and for the senior executives as a group.
- Variable elements in the overall compensation package shall be linked to the value generated by the Group for Marine Harvest ASA’s shareholders.
- The system of compensation shall be understandable and meet general acceptance internally in the Group, among the Company’s shareholders and with the public.
- The system of compensation shall be flexible and contain mechanisms that make it possible to carry out individual adjustments based on the results achieved and contributions made towards the development of the Group.
Remuneration of the Company’s CEO and the executive management team is disclosed in Note 15 to the Marine Harvest ASA financial statements. In compliance with the Norwegian Public Limited Liability Companies Act, the Board prepares a statement regarding the remuneration of the executive management team for consideration by the AGM. The remuneration package for corporate executive staff consists of the following main elements:
- Fixed salary
- Termination payment
In addition, the Group has a Share Option Scheme (“Scheme”) for key employees. The Scheme is limited to two years’f salary for each individual. The details of the Scheme are described in Note 14 to the Marine Harvest Group Financial Statements, and in Note 15 to the Marine Harvest ASA financial statements.
13. Information and communications
The Company publishes its financial calendar every year, identifying the dates on which it will present its quarterly reports and when the AGM will be held.
All information concerning major events and acquisitions is publicly disclosed in line with the requirements of the Oslo Stock Exchange, and posted on the Company’s website (www.marineharvest.com). All financial reports and other information are prepared and disclosed in such a way as to ensure that shareholders, investors and others receive correct, clear, relevant and up-to-date information equally and in a timely manner.
The Company holds public presentations of its results quarterly.
The Board has formalized guidelines for dialog with the Company’s shareholders outside the AGM. Marine Harvest ASA is entitled by the Norwegian Securities Trading Act to publish all information (including its annual financial statements) in English only.
The Board will not seek to hinder or obstruct any public bid for the Company’s activities or shares unless there are particular reasons for doing so. In the event of a takeover bid for the Company’s shares, the Board will not exercise mandates or pass any resolutions with the intention of obstructing the takeover bid, unless this is approved by the Company’s general meeting following the announcement of such a bid.
The Board acknowledges that it has a particular responsibility to ensure that the Company’s shareholders are given sufficient information and time to form a view of any public offer for the Company’s shares. If an offer is made for a significant and controlling stake of the shares, the Board will issue a statement evaluating the offer and will make a recommendation as to whether or not shareholders should accept it.
The Board has not established explicit guiding principles for dealing with takeover bids as recommended by the Norwegian code.
The Company’s elected external auditor is EY. The auditor is independent of Marine Harvest ASA and is appointed by the AGM. The auditor’s fee is approved by the AGM.
The auditor presents a plan to the Audit Committee for the audit, and is present at Board meetings dealing with the preparation of the annual accounts where the audited financial statements are reviewed and approved. The auditor is also present at all meetings with the Audit Committee.
When evaluating the independent auditor, emphasis is placed on the firm’s competence, capacity, local and international availability and the level of the fee expected.
The auditor submits a management letter to the Audit Committee and the Board following its audit of the Group’s and the Company’s annual financial statements. The management letter, in addition to describing the audit review, includes an evaluation of the Group’s internal control systems.
The Board and the Audit Committee hold regular meetings with the auditor without the presence of management. The auditor also participates in the AGM. Information about the fee paid to the auditor is stated in Note 32 to the Group financial statements. The independent auditor’s remuneration is split between the audit fee, other authorization services, tax advisory services and other non-audit related services. To the extent that the auditor provides services over and above the audit, this is discussed separately on a case-by case basis prior to engagement, to ensure that there are no conflicts of interest. All engagements other than audit-related services are approved by the Chairman of the Audit Committee prior to start-up.