The Company has a Corporate Governance Policy that is based on the Norwegian Code of Practice for Corporate Governance of 30 October 2014. The Corporate Governance Policy describes the Company's main principles for corporate governance and addresses the framework of guidelines and principles regulating the interaction between the Company’s shareholders, the Board of Directors, the Chief Executive Officer and the Company’s Executive Management.
In addition to the Corporate Governance policy, the Company has adopted the following instructions, policies and guidelines as part of its corporate governance framework:
Point Resources AS is a private limited company, and therefore not subject to the Norwegian Code of Practice for Corporate (the “Code”). The Company's ambition is to act in accordance with the Code where it is relevant considering its owner structure.
Adherence to the Code is based on the “comply or explain” principle, which means that a company must comply with all the recommendations of the Code or explain why it has chosen an alternative approach to specific recommendations.
An overview of Point Resources’ adherence to the 15 principles in the Code is summarised in the table:
Point Resources plans to list its USD 250 million unsecured bond, issued in March 2018, on the Oslo Stock Exchange. As a part of this, Point Resources has established an Investor Relations Policy.
It is Point Resources’ objective that the capital markets have trust in Point Resources’ investment proposition and value creation potential. To help achieve this objective, Point Resources shall communicate openly, accurate and in a timely fashion with the capital markets and corporate stakeholders.
Point Resources’ investor communication aims to:
Point Resources aims to do this in compliance with all national and international statutory requirements, relevant stock exchange regulations and based on corporate governance standards and recommendations from relevant organisations.
The Board intend to convene the annual General Meeting of the Company before end of April after the end of each financial year.
The Board may at any time decide to convene an extraordinary General Meeting. The Board shall convene an extraordinary General Meeting if so demanded by the Company’s auditor or shareholders representing at least 10 per cent of the total share capital. The Board shall ensure that the General Meeting is held within one month of the demand being made.
The Board shall be responsible for the preparation of matters, which are to be considered by the General Meeting. The Chair and the CEO shall be present at the Company’s General Meetings. The other members of the Board have the right to be present and speak at the Company’s General Meetings.
The Audit Committee is a sub-committee of Point Resources AS’ Board of Directors and its objective is to act as a preparatory body in connection with the Board's supervisory roles with respect to financial reporting and the effectiveness of the Company's internal control system, as well as other tasks assigned to the Audit Committee in accordance with the provisions set forth in the Instructions for the Audit Committee.
The Audit Committee’s main responsibilities are:
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