Pursuant to the Commercial Code and the Nelja Energia AS’s Articles of Association, the right of decision and the administration in Nelja Energia AS is divided between the Shareholders represented by the Shareholders' Meeting, the Supervisory Board and Management Board.
Ultimate authority lies with the Nelja Energia's shareholders, who exercise this authority at the Annual General Meeting. The primary duties of the Annual General Meeting are to approve the annual report and the distribution of dividends, elect members to the Supervisory Board, select auditors and their deputies, and pass resolutions on any increase or decrease in share capital and on any other changes to the Articles of Association.
SHARE CAPITAL AND DIVIDENDS
Nelja Energia AS operates in a capital-intensive sector and the realisation of the Nelja Energia AS's goals and strategies requires that the Nelja Energia AS maintains a solid financial position, characterised by an adequate equity ratio, predictable future cash flows and access to adequate liquidity reserves.
Within 30 days since the annual report for the previous financial year is approved at the annual general meeting of shareholders, Nelja Energia AS shall distribute 100% of the undistributed profit of the previous financial years, if any, between the shareholders of Nelja Energia AS in the form of dividend payments. The said threshold may be (i) in any financial year to be reduced to 50% if decided by a majority vote of 90% of all the votes represented with shares or (ii) in any financial year to be reduced to 0% upon the unanimous approval of all the shareholders, provided that this is not in violation of the current legislation and agreed covenants.
The Nelja Energia AS does not distribute dividend in a rate not permissible according to the applicable legislation.
The supervisory board does not have the authority to increase the Nelja Energia AS's share capital or to acquire treasury shares. In order to adopt the decision to increase the share capital of Nelja Energia AS, it is required that 90% of all the votes represented with shares are in favour of it, unless a larger majority vote is required by the law.
THE SUPERVISORY BOARD
The Supervisory Board engages in oversight and longer-term management activities such as supervising the Management Board and devising business plans. No residency requirements apply to the members of the Supervisory Board. The Supervisory Board reports to the Shareholders' General Meeting. The Supervisory Board consists of 5 to 9 members. Members of the Supervisory Board are elected for periods of five years at a time. The Supervisory Board shall elect one of its members as Chairman.
The Supervisory Board is responsible for the administration of Nelja Energia AS and the appropriate organization of its operations. The Supervisory Board determines the principles for the Nelja Energia AS's strategy, organization, annual operating plans and budgets, financing and accounting. The Supervisory Board elects the members of the Management Board and determines their salaries and benefits.
The Supervisory board established an Audit Committee in August 2015. The Audit Committee was elected by the members of the Supervisory Board and has the same term of office as the supervisory board members. The Audit Committee is comprised of Solveig Nordström and Iren Bogen, all of whom satisfy the requirements with respect to independence and competence.
The Supervisory Board has at present seven members: Thorleif Leifsen, as the Chairman, Iren Bogen, Ingvild Myhre, Egil Smevoll, Solveig Nordström, Tarmo Kõuhkna, and Sander Rebane. The Supervisory Board convened five times during the 2015 financial year.
THE MANAGEMENT BOARD
The Management Board is an executive body charged with the day-to-day management of Nelja Energia AS, as well as with representing Nelja Energia AS in its relations with third parties, for example by entering into contracts on behalf of Nelja Energia AS. The Management Board must adhere to the lawful orders of the Supervisory Board.
Members of the Management Board are elected by the Supervisory Board for periods of three years at a time. Every member of the Management Board has the right to represent Nelja Energia AS in any legal and business matter.
The Management Board has at present three members: Martin Kruus, the Chairman, Kalle Kiigske, Chief Financial Officer, and Andrus Zavadskis, the Chief Technology Officer.
Nelja Energia AS follows the Corporate Governance Recommendations of Oslo Stock Exchange.