NEMKO集团运营策略

Corporate PoliciesNemko GroupBoard of Directors PoliciesIssued:09/08Subst.:(new)Prep. by:LJAAppr. by:DTPage:4 of 41ObjectiveThe purpose of this policy is to give guidelines for the work of the Board of Directors and their tending of relevant issues. In addition, the Presidents work tasks and responsibilities to the Board of Directors are specified.2The tasks of the Board of Directors2.1General tasksThe Board of Directors tasks and responsibilities shall be according to local corporate and other laws, the by-laws of the company, guidelines from the owners meetings and the present policy.The Board has the following main tasks:a) Being in charge of managing the companyb) Oversee that the operations are in accordance with the companies by-laws and guidelines given by the owners meeting.c) Provide a satisfactory organization of the company, and oversee that registration and documentation of accounts and assets are under satisfactory control.d) Hire, and if required, terminate or fire the President, plus decide the Presidents salary, other compensations and employment conditions.e) Oversee the Presidents management of the operations.The Board shall in general treat all items which are of great importance to the company or of an unusual nature, unless the Board in special cases has given the President the power to make the decision or if a delay for awaiting the decision of the Board will cause substantial harm to the companys activities.The Board considers and decides the companys budget, three-year plan, the annual accounts and the annual report in correspondence with the time plan, which is given in section 5.4.3.3.If the balance shows that 50 % of the share capital has been lost, the Board shall without delay call an owners meeting and propose actions which will give the company an acceptable share capital, alternatively to close the company.2.2The relationship between the Board and the Owners meetingThe following instructions are valid for the relationship between the Board and the Owners meeting:a) Issues which are considered to be of great importance for the company scope or to a considerable degree will change the activities of the company, shall be presented to an Owners meeting before the Board makes its decision.b) The Board cannot without the sanction of an Owners meeting enter an agreement to participate in a company or a joint venture where Nemko has an unlimited responsibility for the common activities, total commitments or for parts of these.c) The members of the Board have the right to be present and speak in an Owners meeting. The Chairman of the Board or his substitute has an obligation to be present unless this is considered not to be necessary.d)3Procedures of the Board3.1Meeting planThe Chairman of the Board is responsible for arranging board meetings as often as required. Members of the Board and the President can require that a board meeting is called.Normally there will be 2 - 4 board meetings annually. A meeting plan for the ordinary board meetings for the following year is normally decided in the last board meeting of the previous year.3.2Preparations for calling a Board MeetingThe President is responsible for preparing satisfactory documentation for items presented for board decisions. The agenda and the board documents shall normally be issued one week before the meeting.Extraordinary board meetings may be called for urgent matters. Under such circumstances the board meeting may be arranged as a telephone meeting and/or a video conference if the Board Chairman finds that to be satisfactory and all legal requirements are fulfilled.3.3The right of the President and others to be present during Board MeetingsThe President has the right to be present and to speak at Board Meetings unless the Board in special cases decides otherwise.Other representatives of the management, specialists or others who have relevant information can be given the opportunity to be present during the whole Board Meeting or under the discussion of special items as long as none of the Board Members have any objections. The company auditor shall be present during the board meeting if this is desired by one of the Board Members or by the auditor himself. The auditor shall participate in the board meeting where the annual accounts are being considered.3.4ProceedingsThe board meetings are chaired by the Chairman of the Board or in his absence his substitute. The Board itself will select a chair person if none of these are present. If the votes are equal, the matter is decided by a draw.3.5DisqualificationA Board Member should not participate in the consideration or decision of questions which have special importance to the Board Member himself, or somebody close to the Board Member so he can be considered to have a strong personal or economic special interest in the case.3.6Quorum and voting rulesThe Board has a quorum when at least 50 % of the board members are present. However, the Board should not make a decision unless all members, as far as possible, have been given the opportunity to participate in the consideration of the case. Any nominated substitute should be called if a Board Member has given notice of being absent.Board decisions or resolutions are carried by the majority of the meeting members or by the chairperson in case of a tie.3.7Minutes of meetingMinutes shall be written from the board meetings and be signed by all attending Board Members. All decisions shall be protocolled accurately. The signing is normally done at the next board meeting. Absent Board Members sign that they have reviewed the board minutes. Disagreement by a Board Member or the President shall be noted in the board minutes.4The Presidents tasks and obligations to the Board4.1General dutiesThe President is responsible for the daily management of the company and shall follow guidelines and instructions given by the Board.The daily management does not include items of large consequences or unusual nature for the company. Such cases can only be decided by President if the Board in special cases have given him the authority to do so, or if a delay by awaiting the Boards decision will cause considerable harm to the company.The President is responsible for proper registration of the company that the documentation of company accounts are in correspondence with the laws and regulations and that the company assets are safeguarded.The Board or an individual Member of the Board can demand that the President provides detailed information about special cases.4.2Powers of the President5.4.2.1 IntroductionThis section provides instructions about the powers of the President in certain areas. However, the instructions do not give a complete description of the Presidents powers. In addition, they do not imply any limitation on the Presidents discretion to delegate powers to his co-workers.5.4.2.2 Large investmentsThe President can make decisions about large investments after approval by the Board of Directors. His power to make smaller investments are specified in a special authority chart for the company.5.4.2.3 Financial transactionsThe President decides replacements of current assets, loan engagements and the use of financial instruments as long as they are within the limitations which follow from by-laws and the instructions given by the Board at all times.4.3The Presidents obligations with respect to Board items5.4.3.1 Preparation of Board itemsThe President is responsible for preparing satisfactory documentation for Board items so that the Board can make informed decisions.5.4.3.2 Monthly reportsThe President shall through monthly reports keep the Board updated on achieved results and prospects for the future.5.4.3.3 Annual accounts and reportThe annual accounts and reports shall be submitted to the Board no later than the end of February. Final approval of the accounts shall normally be done before March 15.5.4.3.4 BudgetThe budget proposal shall be presented to the Board for approval during the month of November.5.4.3.5 Three-year planDuring the first half year the President shall develop a revolving three-year plan to be presented to the Board.5.4.3.6 Health, environment and safetyThe President shall keep the Board posted on developments within health, environmental and safety aspects.5.4.3.6 Other itemsThe following items shall be presented for resolution by the Board:a) Hiring/termination and signing of agreement with employees reporting directly to the President.b) Share investmentsc) Collaterals for third party or companies outside the group.d) The entering into or termination of unusual agreements.e) Signature of court cases and disputes.f) The start of processes or settlements of considerable importance within or outside the courts.g) Other issues of considerable economic or other importance.5Secrecy obligatio