Annual report 2012 eng

Page 44

4) Business Ethics In the undertaking of business, the company has issued ethical code of conducts for the Board of Directors, management and staff of the company to follow. The main principles in the companyIs code of conducts require everyone to perform their duties with transparency, honesty, integrity, fairness, and morality. 5) Balance of Power for Non-Executive Directors The Board of Directors consists of 9 directors of which - four directors are members of the companyIs management team, and - five directors are independent directors. Thus independent directors constitute more than one-third of the companyIs Board of Directors. 6) Aggregation or Segregation of Positions - The chairman of the Board of Directors is the representative of majority shareholders. - The chairman of the Board of Directors is not the same individual as the managing director, although both represent the majority shareholders. The fact that the independent directors make up more than one-third of the Board of Directors is an assurance of the check-and-balance system in the companyIs management. 7) Remuneration for Directors and the Management The Board of Directors has established the Recruitment Committee in screening and recommending the names of qualified candidates to be the companyIs directors to the Board of Directors. The Board of Directors, in turn, shall put forward the recommendation to the ShareholdersI Meeting. The Board of Directors has also established the Remuneration Committee to consider setting guidelines on remuneration for the companyIs directors. The Board of Directors shall recommend the mentioned guidelines to the Shareholders Meeting. 8) Board of Directors< Meetings The Board of Directors shall meet at least four times a year. The additional meeting shall be called for as necessary. The agenda of the meeting as well as documents pertaining to the meetings shall be circulated seven days prior to the meeting date to give the directors adequate time to analyze the information.

42


Issuu converts static files into: digital portfolios, online yearbooks, online catalogs, digital photo albums and more. Sign up and create your flipbook.