Rights and Responsibilities of TGS' Governing Bodies
TGS Actively Promotes a Culture of Integrity, Designed to Build Confidence and Trust Among Stakeholders
Key elements of the TGS culture include open and honest communication, a well-developed system of controls and policies, and a compliance program.
It is the opinion of the Board of Directors that TGS, in general, complies with the Norwegian Code of Practice of Corporate Governance, published 30 October 2014.
Shareholders and Shareholders’ Rights
- One Class of Shares. The company has only one class of shares and each share gives the right to one vote at the General Assembly. There are no voting restrictions. The Board puts emphasis on, to the extent possible, disclosing and describing the topics of the agenda and the proposed resolutions in the call for the assembly to allow the shareholders to prepare beforehand.
- Limitations on Trade. As a part of their compensation, the independent members of the Board have received restricted shares, which must be held for at least two years before being traded. There are no other limitations to the trading of shares from the company’s side, other than insider trading rules for employees and the Board.
- The General Assembly. The company’s General Assembly is open for all shareholders, and any shareholder not attending the General Assembly can give proxy to vote on his/her behalf. Forms of Proxy are sent to the shareholders together with the call for the assembly. The proceedings in the General Assembly follow the agenda outlined in the call. Shareholders who wish to raise a topic in the General Assembly have the possibility to do so, but must then notify the Board of Directors of this in writing and in reasonable time before the call for the assembly is dispatched. The General Assembly may not decide for a higher dividend than the Board of Directors has proposed for that year. It is not at this point accepted that the shareholders can participate in the annual meeting or vote through the internet.
- Equity and Dividend Policy
Following the annual general meeting, held on 12 May 2020, the Board has the following shareholder authorizations:
- To issue a minimum of 10,000 and a maximum of 420,000 free-standing warrants (each warrant giving the right to subscribe for 1 share at a par value of NOK 0.25), however subject to the requirement that the number of issued and outstanding free-standing warrants will in no event exceed 10% of the registered number of shares in the company at the date of the resolution.
- To acquire, on behalf of the company, the company's own shares up to 10% of the nominal value of company's share capital, which pursuant to the current nominal value is up to NOK 2,924,558.20. The limitations will be adjusted in the event of share consolidation, share reduction, share splits, and similar transactions. The lowest price to be paid per share will be the par value and the highest price to be paid per share will be the volume weighted average price as quoted on the stock exchange for the five business days prior to the time of the acquisition plus 5%. The lowest price is equal to the current nominal value and will be adjusted in the event of share consolidation, share splits, and similar transactions. Acquisition and sale of the company's own shares can take place in the manner in which the Board of Directors considers to be in the company's best interest. This authorization may be used one or several times. The authority will be valid until the Annual General Meeting in 2021, however no longer than until 30 June 2021.
- This authorization is the only valid authority to acquire company’s own shares, and all prior authorizations to acquire the company's own shares are revoked by this authorization.
- To increase the company's share capital by up to NOK 2,924,558.20 through one or more issuances of new shares or bonus issues. The subscription price and other subscription terms will be determined by the Board. The capital increase may be paid in cash, by set-off or by other contributions in kind. The authorization includes the right to incur special obligations on behalf of the company. The shareholders' preemptive rights to subscribe for any new shares may be deviated from by the Board. The authorization encompasses share capital increases in connection with mergers. The authorization is valid until the Annual General Meeting in 2021, but no later than 30 June 2021. This authorization replaces previously granted authorizations.
- To issue loans for a total amount of up to NOK 2,250,000,000 with the right to require shares to be issued (convertible loans). The share capital may be increased by up to NOK 2,924,558.20, provided that the combined number of shares that are issued pursuant to this authorization and the share issue authorization must not exceed 10% of the company's current share capital. The authorization is valid until the Annual General Meeting in 2021, but no later than 30 June 2021.
- Distribute quarterly dividends on the basis of the financial statements for 2019. The Board will, when using the authorization, pass its decision in accordance with the company's approved dividend policy. The authorization is valid until the company's Annual General Meeting in 2021, but no later than 30 June 2021.
Further information is available in the Minutes of Annual General Meeting 2020
The Board of Directors
The Board of Directors currently consists of seven members elected by the shareholders. The constitution of the Board reflects a strong background that balances specific industry experience with broader industrial, financial and organizational experience. Independent Compensation and Audit Committees were established in 2003 in accordance with the proposed Norwegian standards for good corporate governance. A brief background description for each Board member is found in the Board of Directors section.
The Board members have formed the following committees. Click on a specific committee to view the committee’s charter.
The constitution of the committees is described in the Report from the Board of Directors.
- Tor Himberg-Larsen, Committee Chair
- Christina Stray
- Herman Kleeven
- Glen Ole Rødland
The Nomination Committee is responsible for the nomination of directors to the Board and the remuneration payable to the directors. The committee consists of one chairman and up to three members, elected by and amongst the shareholders, who serve for a period of two years. At the Annual General Meeting held on 4 June 2014, shareholders approved the Guidelines for the Nomination Committee.
Tor Himberg-Larson and Christina Stray were re-elected for two-year terms in May 2019. Herman Kleevan was re-elected for a two-year term and Glen Ole Rødland was appointed as a new member by the Annual General Meeting on 12 May 2020.
Compensation of Key Employees
TGS compensates its employees according to market conditions that are reviewed on an annual basis by the Compensation Committee. Compensation includes base salary, insurance and retirement benefit programs, and a profit-sharing bonus plan based on performance.
The directors do not participate in any bonus or profit-sharing plan.
Independent of the company’s management, the Audit Committee and the Board of Directors meet at least annually with the partner of the company’s external audit firm.