ANNUAL GENERAL MEETING
|Notice of Annual General Meeting (16.04.19)|
|Attachement to Notice of Annual General Meeting (16.04.19)||–|
NRC Group has made a strong commitment to ensure trust in the company and to enhance shareholder value through effective decision-making and improved communication between the management, the Board of Directors and the shareholders. The company’s framework for corporate governance is intended to decrease business risk, maximise value and utilise the company’s recourses in an efficient, sustainable manner, to the benefit of shareholders, employees and society at large.
NRC Group adheres to the Norwegian Code of Practice for Corporate Governance, last revised on 30 October 2014. The company’s principles and practices of corporate governance is subject to annual evaluations and discussions by the Board, and disclosed as a report in the annual report. The latest report can be found below:
Chairman of the Board
Midttun has wide experience from many industries. Has served as CEO of Fjord Seafoods ASA, President and CEO of Det norske Veritas and Aker Biomarine ASA. He has also served on the boards of Statoil ASA, Aker Kværner ASA and Rieber & Søn ASA (CoB) and is currently chairman of Aibel, Hent, Sonans, Atlantis Vest. Midttun holds 100,000 shares in NRC Group. Chairman of the Board of Directors in NRC Group since December 2015.
Eilertsen has experience as an investment banker at SEB Enskilda and Forenede Fonds. She has 10 years’ experience as an active professional board member for both stock exchange listed and private companies in different industries. Eilertsen holds 35,000 shares in NRC Group. Member of the Board of NRC Group since May 2015.
Kanne has more than 20 years of operational experience and technical expertise from the oil and gas industry. Since 1997 she has held several positions within GE Oil & Gas, Subsea Systems, currently as Engineering Director. Previously she has held positions with Sylvester Industrier AS and Oceaneering AS. Kanne holds 1,500 shares in NRC Group. Member of the Board of NRC Group since May 2015.
Arnet is the CEO and a partner at Datum AS, and has more than 30 years of national and international experience within corporate finance, industrial and financial investments. Arnet represents Datum Invest AS which holds 5,100,000 shares in NRC Group. Member of the Board of NRC Group since May 2015.
Williamson has more than 35 years of experience from various positions within the Skanska Group. Williamson has been Executive Vice President for the Skanska Group, Business Unit President for Skanska’s construction activities in Sweden and UK and also Project Director for The Öresund Bridge.
Williamson holds a MSc in Civil Engineering from Lund Institute of Technology and has an AMP from Harvard Business School. He has held positions as board member in several companies in Sweden.
Jansson is currently President and CEO of VR Group, Finnish Railways. He was previously Senior Vice President of Corporate Development and Logistics at VR Group. Before joining VR Group Jansson worked in investment banking at Nordea Corporate Finance and he holds extensive experience from management consulting primarily at Booz Allen Hamilton. Jansson is currently a board member at Sarlin Group, Varma Mutual Pension Insurance Company and East Office of Finnish Industries.
Nygren has more than 35 years of operational experience in the building and civil engineering industry, including positions as Director of Investment, Swedish Transport Administration, President and CEO of Rejlers and President of Sweco Sverige. Nygren is currently active as a professional board member and chairman in several stock exchange listed, private and state-owned companies in the Nordics. Member of the board of NRC Group since January 2019.
CEO NRC Group
Mr. Horpestad has more than 8 years of experience in management, leadership and business development from the railway industry. He was one of the founders of Team Bane, and has previously held positions within VRS Installasjon AS, VRS Rail AS, AMT UK Ltd and Coast Capital. Horpestad has been CEO of the company since March 2016. He holds 1,328,008 shares in the company and a forward-contract of 500,000 shares
CFO NRC Group
Mr. Fladby has a broad managerial background from different industries. Including CEO and CFO with Scandinavian Beverage Group, as investment director with Norwegian Property ASA, CFO at Holta Invest and Finance Director with the Norwegian Armed Forces Logistical Organisation (FLO.) Fladby has been CFO of the company since March 2016. He holds 20,581 shares and 17,448 share options in the company.
MD NRC Norway
Storkås has more than 25 years’ experience from the construction industry. He has held leading positions as Director in AF Gruppen and Lemminkainen. In addition, Storkås founded a construction company that was sold to Lemminkainen. Storkås holds a Master of Civil Engineering Degree (NTH 1989).
MD NRC Sweden
Öhman holds a Master of Civil Engineering Degree (KTH 1981) and has more than five years of experience from the railway industry. He was previously VD for VR Track Sweden AB, and has prior to that held leading positions in Infranord AB, Heidelberg Cement AGG and NCC AB.
MD NRC Finland
Lukkarinen has more than 20 years of railway industry experience. He was previously CEO of VR Track Oy and Director for infrastructure projects at CMC Terasto Oy which was part of Pöyry Group. He served as a management team member of VR Group. Lukkarinen has been Managing Director of NRC Finland since January 2019.
The general meeting is the highest authority of NRC Group ASA. All registered company shareholders have the right to participate and express their views at general meetings.
Once every year before 30 June, shareholders are invited to the annual general meeting to approve last year’s accounts and annual report, including distribution of dividend. Extraordinary general meetings may be called by the Board of Directors at any time when found necessary.
Notice with reference to or attached supporting documents will be made available on the NRC Group website no later than 21 days prior to the general meeting.
Shareholders may request the documents sent by mail by sending an e-mail to email@example.com.
NRC Group encourages its shareholders to use the right to submit proposals and vote, either in person or by proxy. Shareholders wishing to attend the general meeting, must notify the company within the deadline specified in the notice. Shareholders, who are not able to attend the general meeting in person, may give proxy to another person attending the meeting.
|Notice of Annual General Meeting (16.04.19)|
|Attachement to Notice of Annual General Meeting (16.04.19)||–|
|Protocol from Extraordinary General Meeting (05.11.18)|
|Notice of Extraordinary General Meeting (05.11.18)|
|Protocol from Annual General Meeting (19.04.18)|
|Notice of Annual General Meeting (19.04.18)|
|Attachement to Notice of Annual General Meeting (19.04.18)||–|
|Protocol from Annual General Meeting (03.05.17)|
|Notice of Annual General Meeting (03.05.2017)|
|Report and recommendations from the Nomination Committee (07.05.17)||–|
|Protocol from Annual General Meeting May 2016|
|Notice of Annual General Meeting May 12th 2016|
|Statement in relation to option program for senior Mangement AGM 2016|
|AGM 2016 Minutes of Meeting|
|AGM 2016 Notice|
|Notice of AGM 2015 (BLOM ASA)|
|Minutes of AGM 2015|
|Notice of EGM December 2nd 2015|
|Minutes of EGM December 2nd 2015|
|Notice of EGM August 10th 2015||–|
|Minutes of EGM August 10th 2015|
NRC Group has established a nomination committee composed of three members, who shall be shareholders or shareholder representatives.
The nomination committee shall give its recommendation to the general meeting on election of and compensation to members of the Board of Directors, in addition to election of members of the nomination committee. The proposals will be justified, and presented to the general meeting together with supporting documents for the general meeting.
The current members of the nomination committee are:
The current members are elected with a term until the company’s ordinary general meeting in 2018. All members are independent of the Board of Directors and the executive management.
Nomination of candidates to the Board
NRC Group’s shareholders are entitled to nominate candidates to the Board of Directors of NRC Group ASA. Nominations are submitted by sending an e-mail to firstname.lastname@example.org.
Nominations must be received well in advance to be considered for the election at NRC Groups annual general meeting that year. All proposals should include information about the candidate, grounds for consideration and contact information to the person the candidate is nominated by.
The Board of Directors has established a remuneration committee composed of two Board members. The current members of the remuneration committee are:
The primary purpose of the remuneration committee is to assist and facilitate the decision making of the Board of Directors in matters relating to the remuneration of the executive management of the Group, reviewing 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 reports and makes recommendations to the Board of Directors, but the Board of Directors retains responsibility for implementing such recommendations.
The Board of Directors has established an audit committee, currently consisting of the following two members:
The main tasks of the audit committee are to prepare the Board of Directors’ supervision of the company’s financial reporting process; monitor the systems for internal control and risk management; have continuous contact with the company’s auditor regarding the audit of the annual accounts; and review and monitor the independence of the company’s auditor, including in particular the extent to which services than auditing provided by the auditor or the audit firm represent a threat to the independence of the auditor. The audit committee reports and makes recommendations to the Board, but the Board of Directors retains responsibility for implementing such recommendations.
Investor relations activities at NRC Group aim to ensure that the information provided to the financial markets gives market participants the best possible fundament for a correct valuation of the company.
NRC Group is committed to communicate in an open, precise and transparent manner about the company’s performance and market position, in order to give the financial market a precise picture of the company’s financial condition and other factors that may affect value creation.
This will help ensure that:
NRC Group complies with the Oslo Børs Code of Practice (“the Code”) for reporting IR information, last revised 1 March 2017, apart from point 3.4 External capital as the company do not disclose its financial strategy and information on bank debt on its websites. Information on the company’s bank financing is disclosed in the notes of the annual report. NRC Group further complies with relevant stock exchange regulations and with the Norwegian Public Limited Liability Companies Act.