Corporate governance

Introduction and objectives

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 17 Ocober 2018. 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.

Articles of association

Last amendments was approved September 2019

Board of directors

Rolf Jansson (1969)

Chairman of the board

Mats Williamson (1958)

Board member

Eva Nygren (1955)

Board member

Tove Elisabeth Pettersen (1970)

Board member

Outi Henriksson (1969)

Board member

Heikki Allonen (1954)

Board member

Karin Bing Orgland (1959)

Board member

Executive management

Henning Olsen

CEO

Ole Anton Guldsvik

CFO

Robert Röder

EVP & MD NRC Group Sweden

Harri Lukkarinen

EVP & MD NRC Group Finland

Lene Engebretsen

EVP & Head of Communications

Arild Ingar Moe

EVP & MD NRC Group Norway

Jussi Mattsson

EVP & Head of Strategy and Business Development

Marianne Ulland Kellmer

EVP & Head of HR

2019

Protocol from Annual General Meeting (08.05.19)

Notice of Annual General Meeting (08.05.19)

Attachment to Notice of Annual General Meeting (08.05.19)

2018

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)

Attachment to Notice of Annual General Meeting (19.04.18)

2017

Protocol from Annual General Meeting (03.05.17)

Notice of Annual General Meeting (03.05.2017)

Attendance Slip

Report and recommendations from the Nomination Committee (07.05.17)

2016

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

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

Notice of AGM 2015 (BLOM ASA)

Minutes of AGM 2015

Remuneration to senior executives

Please find here the Guidelines for remuneration to senior executives

Committees

Nomination committee

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:

  • Kjell Forsén (committee leader)
  • Lasse Olsen
  • Ole-Wilhelm Meyer

The current members are elected with a term until the company’s ordinary general meeting in 2022. 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 Alfred.beck@nrcgroup.com.

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, reasons for consideration and contact information to the person the candidate is nominated by.

Audit committee

The Board of Directors has established an audit committee, currently consisting of the following two members:

  • Tove Elisabeth Pettersen (Chair)
  • Outi Henriksson

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.

Compensation committee

The Board of Directors has established a compensation committee composed of two Board members. The current members of the compensation committee are:

  • Rolf Jansson (Chair)
  • Eva Nygren

The primary purpose of the compensation 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 compensation committee reports and makes recommendations to the Board of Directors, but the Board of Directors retains responsibility for implementing such recommendations.

Project committee

The Board of Directors has established a project committee composed of two Board members. The current members of the project committee are:

  • Mats Williamson (Chair)
  • Heikki Allonen

The main purpose of the project committee is to assist and evaluate the risk in tender offerings with total value exceeding NOK 250 million. The committee shall assess whether the Group has made necessary work in connection with tender offerings to eliminate risk and ensure good project execution prior to submission. Further, the committee assesses whether the project is coherent with the strategies and frameworks that the Board of Directors has decided that NRC Group shall work within.

Investor Relations Policy

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:

  • The market price of NRC Group’s shares reflects the real value of the company
  • NRC Groups shares remain as liquid as possible
  • The development of NRC Groups’ shares is as little volatile as possible
  • NRC Group maintains access to the capital markets and reduce the cost of capital

NRC Group complies with the Oslo Børs Code of Practice (“the Code”) for reporting IR information, 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.

The company’s objective is to serve the financial market precise and relevant information about the company to ensure that the share price reflects the underlying values and future prospects.

The company discloses price sensitive information relating to significant contracts and investments or other material changes or events in NRC Group to investors and other market players through the Oslo Stock Exchange, www.newsweb.no, and the company’s website, www.nrcgroup.com. In addition, the company intends to publicly disclose all tenders awarded with value exceeding NOK 30 million. All tenders awarded are normally subject to a 10-days appeal period before the award is definitive. The company’s policy is to not inform the market of expiry of any such appeal period unless an actual appeal has been filed and the company is informed by the customer that the appeal is being considered and that this may lead to a delay or cancellation of the contract. Information about other tenders awarded will be updated quarterly as part of the company’s order backlog.

CSR Policy

Please find here the company’s policy on business ethics