Solvang values sound corporate governance. There is a good relationship between the owners, Board and management, and all three parties have a desire and express goal to comply with any significant requirements stipulated by the Corporate Governance code.
Solvang shall conduct operations that are commercially sound and beneficial to the owners, employees, customers and suppliers. Operations shall be conducted in accordance with clear ethical guidelines with a focus on impact to the environment and society at large.
The operations are described in the company's Articles of Association as shipping, shipowning operations and real estate operations. The company currently concentrates in full on shipowning operations and shipping.
Company capital and dividends
Shipping is a cyclical industry that requires the company to be adequately capitalised with regard to equity and liquidity. This is reflected in the company's balance sheet structure. The company aims to have a stable and predictable dividend policy. This means that the dividends shall reflect the profit of the year, but dividends have also been paid during years with results that have been less than favourable. The share dividends in recent years have been based on striking a balance between these two considerations.
Equal treatment of shareholders and transactions with related parties
The company has only one class of shares, with the same voting right for all shares. Transactions with related parties take place in accordance with guidelines set by the code.
The group's main broker for chartering, purchases and sales is Inge Steensland AS. Parallel investments are also made with other companies in the Steensland Group. All transactions are carried out on market terms.
During the last eight years, the Board of Directors has been granted power of attorney by the General Meeting to increase the share capital by a maximum of 4 million shares. Once exercised, This power of attorney may be used for 18 months, but has not yet been utilised. In recent years, the Board has also had the power of attorney to purchase the company's own shares up to a maximum of 10% of the company's share capital. Today, the company owns 359,518 treasury shares, approximately 1.46% of the share capital.
The shares are freely transferable, and Board approval is not required for the acquisition of shares.
The General Meeting is called and held in accordance with the company's articles of association. The Auditor and Board Chairman attend the General Meeting. Ample time shall be allowed for holding the General Meeting and for discussion.
More than 70% of the share capital is represented by the company's Board of Directors. It is therefore not deemed necessary to establish a separate nominating committee.
Board of Directors, composition and independence
The board plays an important role as a link and as a control function between the shareholder and company management. The board member are elected for a term of one year at a time. The General Meeting also elects the Board Chairman.
Some board members have shares in the company: These shares have been acquired at market price. The Board is remunerated through a fixed director's fee.
The Board's composition reflects the ownership structure and the need for a broad range of expertise in shipping, finance, law and HES. No board members are or have been employed in the company.
Magne Morken has resigned from his position as Managing Director.
Michael Steensland Brun began as Managing Director of the company May 1, 2011. He resigned from the board at the same time.
Work of the Board
The work of the Board and its meeting schedule is established once a year for the next 12-month period. The meetings include regular reporting and discussion in all relevant areas, including safety, quality, technical operations and finance. At least once a year, the company's auditor participates in a board meeting where feedback is given, for example, on the company's internal control.
Risk management and internal control
An important element of the company's risk management and internal control is an open and systematic dialogue between the Board and management. A detailed review of the company's financial and operational position is carried out by the Board before presenting quarterly report. In addition, the Board receives monthly reports that deal with key figures in the income statement and balance sheet. The report includes comments on the figures and any discrepancies are commented on specifically.
In general there is open dialogue between the Board and management. No changes to the business plan or significant investments are made without prior discussion and approval by the Board.
Remuneration of the Board
The principles for remuneration of the Board and management have remained unchanged for a substantial period of time. No Board members have any additional duties for the company. The Board has not been allotted options in the company.
Remuneration of executive management
The company's senior executives are employed on a fixed salary. No options or fixed bonuses are linked to salary agreements.
For several years the company has had a programme for the sale of shares to employees. Each employee has had an opportunity to purchase shares up to a maximum value of NOK 30,000 at a 20% discount.
Information and communication
The company attaches great importance to the fact that all shareholders and the market in general receive correct and detailed information simultaneously and at the right time. Reports are published and distrbiuted relatively shortly after the end of the quarter and year. The company will keep open the possibility of only publishing the annual report and quarterly reports on the Internet.
The company's shares are freely negotiable. In the event of a bid for the company, the Board will strive to provide the company's shareholders with correct and timely information, as well as adequate time to evaluate the bid. If the situation so requires, the Board will seek an independent valuation to assess the submitted bid.
Each year the auditor presents a plan for the auditing work and reports the results of the audit conducted. The Board summons the auditor to board meetings in which significant accounting matters are to be discussed. Normally this occurs once or twice a year. Information on the auditor's remuneration, broken down by auditing and other work, is presented in the company's annual report and submitted to the General Meeting for approval.
One meeting is held each year with the auditor and Board without the presence of management.
Semi ref. LPG/Ethylene
Meet our crew
Articles of Association
Annual Report 2011
Annual Report 2012
Annual Report 2012