Corporate governance commitments tember 2009. The Board of Directors does not envisage having to use the CFC-provision of the Articles.
Code Recommendation 6: General Meetings Notice of General Meeting In accordance with the Code, the Company will make the notice of a General Meeting and the supporting information available on the Company’s website at least 21 days in advance of the meeting. The Company will furthermore distribute the notice to all individual shareholders with known addresses. The notice of a General Meeting shall always include: Date, time and place of the General Meeting; The agenda, a description of or supplemental information on the matters to be discussed with sufficient details and content to enable the shareholders to form a view on all matters to be considered at the meeting, any recommendation of a Nomination Committee and, where applicable, proposal for resolutions; If necessary, the method and deadline for shareholders to give notice of their intention to attend and vote at the meeting, such notice to be given either by letter, e-mail or fax and the deadline to be earliest the day before the date of the meeting; A form of instrument of proxy that may be used at the shareholders’ discretion and which allows separate voting instructions for each matter to be considered by the meeting and for each board candidate nominated for election, guidelines for completing the proxy and information on who the shareholder can appoint as proxy; At which address an instrument of proxy shall be deposited either in original or in copy by fax or e-mail latest at the time the meeting starts;
The Chairman of the meeting shall invite the shareholders to participate in discussions of the different issues at the General Meeting; The General Meeting shall vote separately on each candidate nominated for election to the Board of Directors. The members of the Board of Directors, the CEO, the CFO and the company secretary shall be present at any General Meeting. Furthermore, the members of the Nomination Committee will be present at the Annual General Meeting. The auditor shall be present at each General Meeting where such presence is practical or necessary due to the nature of the business to be transacted at the meeting. Proceedings at General Meetings In order for a General Meeting to proceed, shareholders representing not less than 10% of voting rights of the Company must be represented either in person or by proxy. For practical reasons as well as cost considerations, the Chairman of the Board of Directors will chair the General Meeting, provided the Chairman is independent of any major shareholder of the Company. If the Chairman of the Board of Directors is prevented from or unable to act as Chairman of the General Meeting, another independent Director elected by the other members of the Board of Directors shall chair the meeting. If no member of the Board of Directors is willing or able to act as Chairman, the shareholders present at the meeting shall by ordinary resolution choose one of their number to be the Chairman of the meeting.
To whom any proposals or comments to the notice, the agenda for the meeting and any proposal for resolutions can be directed;
Minutes from the General Meeting shall be posted on the Company’s website latest three days after the date of the General Meeting.
The web-pages on which the notice and the supporting documents, including the form of instrument of proxy are made available.
Code Recommendation 7: Nomination Committee
The Annual General Meeting of the Company on 27 April 2010 was called for in full compliance with Polarcus’ commitment and the Code.
The Company shall have a Nomination Committee.
The Company will ensure that as many shareholders as possible may exercise their rights as shareholders by participating in a General Meeting and that the General Meeting works as an effective forum for the views of the shareholders, hereunder by implementation of the following measures:
The Nomination Committee shall comprise of one of the independent Directors who shall be appointed by the Board of Directors. This independent Director shall appoint up to three additional individuals as members of the Committee among the largest shareholders. All members shall be independent of the executive management and at least one member must be independent of the Board of Directors. Furthermore, the Committee should never comprise of more than two members of the current Board of Directors. The Chairman of the Board of Directors shall not be part of the Committee. The members of the Committee should be selected to take into account the interests of all shareholders.
Any deadline for shareholders to give notice of attendance shall be fixed to earliest the day before the date of the meeting;
The members of the Nomination Committee are elected for a period of one year and shall be approved by the General Meeting.
The auditor was physically present at the Annual General Meeting 2010. No Extraordinary General Meetings were called for during 2010. Participation in a General Meeting
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Shareholders shall be able to vote by proxy on each matter to be considered at the meeting. The notice of the General Meeting will specify at which address the proxy shall be deposited and the deadline for the deposit of the proxy;