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Corporate Governance at BEWI
BEWI aims to maintain a high standard of corporate governance. Good corporate governance strengthens the confidence in the company and contributes to long-term value creation by regulating the division of roles and responsibilities between shareholders, the board of directors and executive management.
BEWI seeks to comply with the latest version of the Norwegian Code of Practice for Corporate Governance. The current Code was adopted on 14 October 2021 and is available at www.nues.no/english The company provides an annual statement on how the company adheres to the Code. The annual statement for Corporate Governance is included in the company’s annual reports.
Corporate governance at BEWI shall be based on the following main principles:
BEWI ASA held its annual general meeting on 2 June 2022
Relevant documents for the meeting, as well as documents releated to previous general meetings, can be downloaded here ->
The general meeting has the highest authority in BEWI ASA and shall be an effective forum for the shareholders and directors. All registered shareholders have the right to attend general meetings. Notice calling the meeting and supporting documents will be made available in this section, as well as through stock exchange notices to Oslo Børs’ news site Newsweb prior to the meetings.
Articles of Association of BEWI ASA
Last amended on 31 August 2022
Download BEWI’s Articles of Association per 19 October 2022
Articles of Association for BEWI ASA
Organisation number 925 437 948
As of 19 October 2022
§ 1 | Company name
The company’s name is BEWi ASA. The company is a public limited liability company.
§ 2 | Registered office
The company’s registered office is in the municipality of Frøya, Norway.
§ 3 | Objective
The company’s objective is to directly or indirectly conduct production, marketing and sales of customer tailor made packaging solutions and isolation materials and to conduct other business compatible therewith and to conduct services within the company group mainly within administration and finance.
§ 4 | Share capital
The company’s share capital is NOK 191,347,992, divided into 191,347,992 shares, each with a par value of NOK 1.
The shares shall be registered with the Norwegian Registry of Securities (VPS).
§ 5 | Board of directors
The board of directors shall consist of between three and eight members. The board of directors is elected for a period of two years, unless otherwise is decided by the general meeting in connection with the election.
§ 6 | Signatory rights
Two members of the board of directors may jointly sign for and on behalf of the company. The board of directors may grant powers of procuration.
§ 7 | General meetings
The Company’s general meetings shall be held in the municipality where the company has its registered office or in Trondheim or Oslo municipality.
The annual general meeting shall address and decide upon the following matters:
- Approval of the annual accounts and the annual report, including distribution of dividend.
- Any other matters which are referred to the general meeting by law or the articles of association.
Documents relating to matters to be dealt with by the company’s general meeting, including documents which by law shall be included in or attached to the notice of the general meeting, do not need to be sent to the shareholders if such documents have been made available on the company’s website. A shareholder may nevertheless request that documents relating to matters to be dealt with at the general meeting, is sent to him or her.
The shareholders may cast their votes in writing, including through electronic communication, in a period prior to the general meeting. The board of directors may establish specific guidelines for such advance voting. It must be stated in the notice of the general meeting which guidelines have been set.
The right to participate and vote at the general meeting may only be exercised when the acquisition is entered in the VPS the fifth business day before the general meeting.
The board of directors may decide that shareholders who want to participate in the general meeting must notify the company thereof within a specific deadline that cannot expire earlier than three days prior to the general meeting.
§ 8 | Nomination committee
The company shall have a nomination committee. The nomination committee shall consist of between two and four members, as resolved by the general meeting, where the majority of the members shall be independent of the board of directors and the management. The members of the nomination committee, including the chairperson, will be elected by the general meeting for a term of two years unless the general meeting decides otherwise in connection with the election.
The nomination committee shall give recommendations to the general meeting for the election of shareholder elected members to the board of directors and the chairperson of the board, and to members of the nomination committee, in addition to recommendations for remuneration to the members of the board of directors and the members of the nomination committee.
The general meeting may adopt instructions for the nomination committee.
BEWI is committed to communicate with the financial market in a precise and consistent manner.
The investor relations activities will seek to ensure that market participants receive correct, clear, relevant and up-to-date information in a timely manner, taking into account the requirement for equal treatment of all participants in the securities market. BEWI has adopted a separate manual on disclosure of information, which sets forth the company’s disclosure obligations and procedures.
The company has procedures for establishing discussions with important shareholders to enable the board to develop a balanced understanding of the circumstances and focus of such shareholders. Such discussions shall be done in compliance with the provisions of applicable laws and regulations. All stock exchange announcements, half year reports and presentations, other public presentations and press releases are made available on the company’s website www.bewi.com together with other relevant information.
All information distributed to the company’s shareholders will be published on the company’s website at the same time as it is sent to shareholders. BEWI holds open presentations in connection with the financial reporting, and these presentations are broadcasted live via webcast. All relevant dates are published in the financial calendar.