- Operations
Our operations are described in the company’s articles of association as shipping, shipowning business and real estate business. Today the company’s business is fully concentrated on shipowning activities and shipping.
- Capital stock and dividends
Shipping is a cyclic industry requiring the company to be sufficiently capitalised both with regard to equity and liquidity. This is reflected in the company’s present balance sheet structure. The company endeavours to have a steady and predictable dividends policy. This means that dividends must reflect the year’s result, but dividends have also been distributed in years in which results have been less good. The share dividend in recent years is based on a balancing of these two factors.
- Equal treatment of shareholders and transactions with closely-related parties
The company has only one class of shares, with equal voting rights for all shares. Any transactions with closely-related parties are carried out in conformity with the guidelines established in the code of practice.
The group’s regular broker for chartering, acquisitions and sales is Inge Steensland AS. Parallel investments are also made with other companies in the Steensland group. All transactions are made on market terms.
In the last four years, the Board has been authorised by the general meeting to increase the share capital by up to 4 million shares. This authority is valid for 18 months and has not been used till now.
The Board has also in recent years been authorised to buy own shares for up to 10% of the company’s equity. As per today, the company owns 432.899 own shares, approximately 1.76% of equity capital.
- Free transferability
Shares are freely transferable and there are no requirements to Board approval for any acquisition of shares.
- General meeting
The general meeting is summoned and held pursuant to the company’s articles of association. The articles of association include among other things two weeks’ written notice, the need to enclose case documents with the written notice of meeting, posting in the daily press and the possibility to attend by proxy. The auditor, the chairman of the Board and the majority of the Board members attend the general meeting. Reasonable timeframes are allowed for holding the general meeting and for discussions.
- Election committee
More than 70% of the share capital is represented in the company’s Board of Directors. It has therefore not been considered as necessary to appoint an election committee.
- Board, composition and independence
The Board plays an important role as a connecting and controlling link between shareholders and the company’s management. The Board members are elected for one year at a time. The general meeting appoints the Board chairman.
The majority of the Board members are shareholders in the company. These are shares acquired at market price. The Board receives a fixed remuneration.
The composition of the Board reflects the ownership structure as well as the company’s need for broad expertise within shipping, finance and law. None of the Board members are or have been employed in the company. Nor are there any family or financial links between the company’s management and the Board.
- The work of the Board of Directors
The work and meeting schedule of the Board is established once a year for the coming 12-month period. The meetings comprise regular reporting and discussions on all essential issues, including safety, quality, technical operations and economy. At least once a year, the company’s auditor attends Board meetings, in which feedback is given on matters such as the company’s internal control.
- Risk management and internal control
The key elements of Solvang’s risk management and internal control are an open and systematic dialog between the Board and the company’s administration. A detailed discussion by the Board of the company’s financial reporting takes place before presentation of all quarterly reports. In addition the board receives monthly reports which cover the company’s operation and main balance sheet figures. The reports also include comment to figures, and any deviations are specifically commented.
In general, there is a good dialog between the Board and the administration about all ongoing business. No changes to the business plan, or significant investments are made whiteout a prior discussion and approval by the Board.
- Directors’ and officers’ fees
The principles for remunerating the Board and the management have remained unchanged for a long time. No Board member has any additional duties for the company. The Board has not been granted options in the company.
The company’s officers are employed at a fixed salary. No options or fixed bonuses are linked to their wage agreements.
Note 9 in the annual accounts 2006 provides a full account of the fees of the company’s directors and officers.
The company has for several years had a program for the sale of shares to employees. Every employee has been given an opportunity to buy shares for a value of up to NOK 30,000 with a 20% discount. Approximately 35 employees have every year subscribed for shares in this way.
- Information and communication
The company considers it very important that all shareholders and the market in general receive correct and comprehensive information at the same time and in a timely fashion. The company’s annual and interim reports are prepared in both Norwegian and English. The reports are published and distributed a relatively short time after the end of each quarter and year.
- Take-overs
In case of a possible bid for the company the Board intend to act in such way that all shareholders receive correct and timely information, which secures equal treatment of all shareholders.
- Auditor
The auditor submits an annual plan for the execution of his auditing work and reports on the result of his audit. The Board summons the auditor to Board meetings at which important accounting issues are to be reviewed. Normally this happens 1-2 times a year.
Information about the auditor’s fee, divided between auditing and other work, is presented in the company’s annual report, and is submitted for approval to the general meeting.
Norwegian version of Corporat Governance statement (PDF file)
