BerGenBio ASA considers good corporate governance to be a prerequisite for value creation and trustworthiness and for access to capital.
In order to secure strong and sustainable corporate governance, it is important that BerGenBio ensures good and healthy business practices, reliable financial reporting and an environment of compliance with legislation and regulations.
BerGenBio has governance documents setting out principles for how business should be conducted. References to certain more specific policies are included in this corporate governance policy where relevant. The BerGenBio governance regime is approved by the board of directors in the Company.
BerGenBio is incorporated and registered in Norway and is subject to Norwegian law. The BerGenBio shares are listed on Oslo Børs. As an issuer of shares, the Company must comply with rules applicable for companies with shares listed on Oslo Børs and rules applicable for public limited companies in general.
The Company endorses the Norwegian Code of Practice for Corporate Governance (Nw.: Norsk anbefaling for eierstyring og selskapsledelse), issued by the Norwegian Corporate Governance Board, most recently revised on 30 October 2014.
Articles of Association
The Nomination Committee of BerGenBio ASA consists of three members, elected pursuant to section 9 of the Company’s articles of association. The majority of the members of the Nomination Committee shall be independent of the Company’s board of directors and the management. Members are elected for two years at a time.
The Company’s general meeting elects the members of the Nomination Committee and determines their remuneration.
The Nomination Committee shall recommend:
- candidates for the election of members and chairman to the Board of Directors; and
- remuneration of the Board of Directors.
The Nomination Committee consists of Ann-Tove Kongsnes (chairman), Hans Peter Bøhn and Masha P.N Le Gris Strømme and can be reached at email@example.com.
The current Nomination Committee was elected at the general meeting 22 March 2017, and all members of the Nomination Committee are elected until the annual general meeting in 2019.
Link to instruction for the Nomination Committee
The remuneration committee is a sub-committee of BerGenBio ASA’s board of directors and its objective is to act as a preparatory and advisory body in relation to the Company’s remuneration of executive management. The purpose of the Remuneration Committee is to ensure thorough and independent preparation of matters relating to compensation to the executive personnel. The majority of the committee members should be independent of the Company’s operations.
In particular, the Remuneration Committee shall:
- review the remuneration and benefits strategy for the members of the executive management of BerGenBio;
- review the performance of the executive management versus the adopted objectives and recruitment policies, career planning and management development plans; and
- prepare matters relating to other material employment issues in respect of the executive management.
The remuneration committee consists of:
Sveinung Hole (chairman), Stein Holst Annexstad and Hilde Furberg
The audit committee is a sub-committee of BerGenBio ASA’s board of directors and its objective is to act as a preparatory body in connection with the Board of Directors’ supervisory roles with respect to financial reporting and the effectiveness of the Company’s internal control system, and other tasks assigned to the audit committee in accordance with the provisions set forth in these instructions.
The Audit Committee supports the Board of Directors in the administration and exercise of its responsibility for supervision in accordance with applicable provisions of the Norwegian Public Limited Companies Act and Norwegian securities legislation, as well as applicable listing standards of Oslo Børs.
The audit committee consists of:
Jon Øyvind Eriksen (chairman), Kari Grønås and Stein Holst Annexstad
BerGenBio ASA’s investor policy is based of Oslo Børs’ rules, regulations and recommendations for listed companies, in particular the Oslo Børs Code of Practice for IR (“IR Code”).
Good relations and an open, active dialogue with shareholders, potential investors, analysts and other participants of the capital markets, shall build trust and contribute to reduced costs of capital for BerGenBio.
All communication with shareholders shall be on an equal treatment basis and in compliance with the provisions of applicable laws and regulation. BerGenBio shall continuously provide its shareholders, Oslo Børs and the financial markets in general with timely and precise information about BerGenBio and its operations.
Inside information shall be dealt with in compliance with BerGenBio’s Instruction for handling of inside information. The IR team may continuously communicate with shareholders for the purposes of developing an understanding of matters affecting BerGenBio from time to time are of particular importance to its shareholders. The IR team will in such cases ensure that communication with shareholders is in compliance with the provisions of applicable laws and regulations and consistent with the principle of equal treatment of shareholders.
Relevant information about BerGenBio shall be given in the form of annual reports, quarterly reports, press releases, notices to the stock exchange and investor presentations in accordance with what is deemed appropriate from time to time. All such information shall be published on the BerGenBio’s website, www.bergenbio.com
Disclosure and reporting to the financial markets and contact with shareholders, investors and analysts shall be based on the following main principles:
- Compliance with laws and regulations: All disclosure, communication and reporting shall be in compliance with the applicable laws and regulations form time to time, in particular the Norwegian Securities Trading Act, the Norwegian Accounting Act and Oslo Børs’ continuing obligations for listed companies. BerGenBio shall also comply with the relevant recommendations and market practices for reporting financial and other IR information.
- Inside information: Unless exceptions apply and are invoked, BerGenBio shall promptly disclose all inside information (as defined by the Norwegian Securities Trading Act).
- Language: All financial and other IR information shall be published in English.
- Information on value drivers: BerGenBio shall publish accurate, clear, comprehensive and relevant information about its historical earnings, operations, long-term potential, strategies, risk factors, outlook and any other information that BerGenBio has defined as significant and relevant value drivers for the shares. Such information shall be consistent over time, giving equal weight to positive and negative factors, thus enabling shareholders and the financial markets to draw conclusions about the value of BerGenBio.
- Guiding: BerGenBio shall not publish specific guiding on BerGenBio’s future financial results.
- Information on the Company’s website: BerGenBio shall comply with the principles of the IR Code in respect of disclosing information for investors and the market on BerGenBio’s website as further set forth therein. BerGenBio shall follow the Norwegian Code of Practice for Corporate Governance, including the code’s principles regarding transparency, equal treatment of shareholders and disclosure of relevant information. Information shall therefore be available on www.bergenbio.com and other places where it is relevant.
In addition to making information easily available on a timely basis to shareholders and the financial markets, the IR team prioritizes raising awareness of, and interest in, BerGenBio and its shares among various market participants – both nationally and internationally.
To help promote this goal, the following meetings and presentations shall be held:
- Open results presentations shall be held for investors, analysts and other stakeholders.
- The presentations shall be available via webcast on www.bergenbio.com. The reporting dates shall be stated in the financial calendar on www.newsweb.no and www.bergenbio.com
- BerGenBio shall hold regular meetings with investors, analysts and the press. BerGenBio’s IR team shall be easily available. Introductory meetings will normally be offered with the IR team, and BerGenBio’s management will, as far as possible, be available for follow-up meetings.
- BerGenBio’s ability to provide information to individual market participants, including investors and analysts, is limited by the regulations that apply to listed companies, including the rules on good stock exchange practices, and the general requirement of equal treatment.
- All presentations used in the meetings will be available on www.bergenbio.com
- Capital markets day shall be held when appropriate to keep the market up to date on development, strategy and outlook. Capital market days will be open to all who wish to attend, and the presentations will be made available on www.bergenbio.com
- Representatives from BerGenBio’s management will participate in various conferences and seminars where relevant.
- All relevant presentations held by BerGenBio management members will be published on www.bergenbio.com