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Principles of corporate governance

Pronova BioPharma ASA is dedicated to maintaining high standards of corporate governance.
To ensure adherence to the principles, Pronova BioPharma has also elaborated specific guidelines such as:

  • Rules of procedure for the board of directors
  • Instructions for the chief executive officer and other management
  • Guidelines with regards to values and ethics
  • Guidelines for the auditor’s and associated persons’ non-auditing work
  • Investor relations policy

Governance structure

The general meeting

Through the general meeting the shareholders exercise the highest authority in Pronova BioPharma. All shareholders are entitled to submit items to the agenda, meet, speak and vote at general meetings in accordance with the provisions of the Norwegian Public Limited Companies Act.

The annual general meeting is held each year before the end of June. Extraordinary general meetings may be called by the board of directors at any time. Pronova BioPharma’s auditor or shareholders representing at least five percent of the total share capital may demand that an extraordinary general meeting be called.

General meetings are convened by written notice to all shareholders with known addresses no later than 21 days prior to the date of the meeting. Proposed resolutions and supporting information will be distributed to the shareholders no later than the date of the notice.

The general meeting elects the shareholders elected members and deputy members of the board of directors, determines the remuneration of the members of the board of directors, approves the annual accounts, discusses the board of director’s guidelines on management remuneration and decides such other matters which by law or Pronova BioPharma’s articles of association are to be transacted at the general meeting.

The board of directors

The board of directors has the overall responsibility for the management of Pronova BioPharma. This includes a responsibility to supervise and exercise control of the company’s activities.

The proceedings and responsibilities of the board of directors are governed by a set of rules of procedure.

It is Pronova BioPharma’s intention that the members of the board of directors will be selected in the light of an evaluation of the company’s needs for expertise, capacity and balanced decision making, and with the aim of ensuring that the board of directors can operate independently of any special interests and that the Board of Directors can function effectively as a collegiate body. Both sexes shall be represented in the Board of Directors in accordance with statutory requirements.

At least half of the shareholder-elected members of the board of directors shall be independent of Pronova BioPharma’s management and its main business connections. At least two of the shareholder-elected members of the board of directors shall be independent of the company’s main shareholder(s).

The term of office for members of the board of directors is two years.

Chief executive officer

The chief executive officer is responsible for the day-to-day management of Pronova BioPharma. The chief executive officer is responsible for ensuring that the company's accounts are in accordance with existing Norwegian legislation and regulations and other relevant laws, and that the assets of the company are soundly managed.

The chief executive officer is appointed by the board of directors and reports to the board of directors.

The powers and responsibilities of the chief executive officer are defined in instructions adopted by the Board of Directors.

Equal treatment

Pronova BioPharma will when listed, have one class of shares. Each share in the company carries one vote.

All shareholders shall be treated on an equal basis. The shareholders shall not be exposed to differential treatment that lacks a factual basis in Pronova Biopharma's and the shareholders' common interest.

Values and ethics

Pronova BioPharma aspires to create a sound corporate culture. Thus, the board of directors has resolved and adapted a code of conduct.

Transferability

All shares in Pronova BioPharma are freely transferable.

Audit matters

The board of directors has resolved and approved guidelines for the company’s auditor and persons associated to the auditor performing non-auditing work.

Equity

Pronova BioPharma shall have a level of equity which is appropriate to its objectives, strategy and risk profile.

Investor Relations

Pronova BioPharma’s information policy shall be based on openness and equal treatment of all shareholders.

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