Our governance principles ensure an appropriate division of roles and responsibilities among our governing bodies. It also sets out the guidelines for our
decision-making processes.
The governing bodies established in Aker Solutions are our shareholders, Board of Directors and Executive Management Team.
The Annual General Meeting
The Annual General Meeting ranks at the top of the corporate governance structure. Aker Solutions encourages shareholders to attend its Annual General Meetings that is normally held in early April. The notice of the Annual General Meeting with detailed supporting documentation - including the recommendations of the nomination committee - is posted to the company’s website no later than 21 days before the meeting is to take place. The notice of the AGM has previously been mailed to shareholders by the deadlines specified at any given time pursuant to the Norwegian Act on Public Limited Liability Companies. The AGM elects the nomination committee, the Directors, approves the annual accounts and the board’s report and any proposed dividend payment in addition to deal with any other shareholder related issues.
Nomination committee
Aker Solutions ASA has a nomination committee, as set forth in the company’s articles of association. Pursuant to the articles of association, the nomination committee is to comprise no fewer than three members. Each member is normally elected for a two-year period. The composition of the nomination committee should reflect the interests of shareholders and independence from the Board and executive management. Nomination committee members and its Chairman are elected by the company’s shareholders’ meeting, which also determines remuneration payable to committee members.
Pursuant to Aker Solutions ASA’s articles of association, the nomination committee recommends candidates for election to the Board of Directors and nomitation committee. The nomination committee also makes recommendations as to remuneration of Board members. The nomination committee justifies its recommendations.
The nomination committee has the following members:
- Leif-Arne Langøy (Chairman), 2009-2011
- Gerhard Heiberg, 2010-2012
- Kjeld Rimberg, 2009-2011
- Mette Wikborg, 2009-2011
The Board of Directors
The Board of Directors is elected by the Annual General Meeting in accordance with governing legislation. The Board of Directors is the highest governing body of the company. The Board of Directors has approved a framework of controls related to how the rights of ownership are executed.
Under an agreement with the employees, the company does not have a corporate assembly. Employee rights under Norwegian law to representation and participation in decision-making have been secured in part through extended representation on the Board of Directors. Pursuant to the company’s articles of association, the Board comprises six to ten Directors, of whom one-third are to be elected by and from among Aker Solutions’ employees. Furthermore, up to three alternate Directors may be elected by the shareholders. The nomination committee’s recommendations normally include a proposal on the choice of Chairman, who is elected by the shareholders at the Annual General Meeting. The Board elects its own Deputy Chairman. Directors are elected for two year terms.
The Board currently has ten members; six elected by the shareholders and four by the employees. Please click here to view the present composition of the Board and further details of the background and affiliations of Directors.The majority of shareholder-elected Directors are independent of the executive management and key business associates. No member of the executive management sits on the Board.
The President & CEO
Except for authority specifi cally reserved for the Board of Directors, all authority is delegated to the President & CEO. The President & CEO is responsible for the day-to-day management of the company.
More details