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Read more about Investor Relations, corporate governance, and company management here.


For questions concerning Investor Relations, please contact NRS’ Chief Financial Officer directly:

Ola Loe, CFO
E-mail:                ola.loe@salmon.no
Direct line:       +47 7392 4310
Mobile:               +47 9117 9411

Contact data for analysts who regularly follow NRS.

About stockinformation:
Ticker: NRS
ISIN: NO0010331838
Org nr.: 864 234 232 NO
Number of shares: 43 572 191  à nominal NOK1,- per share

Contacts: 

ABG Sundal Collier
Vidar Kristoffer Strat
Phone: +47 22 01 61 60
Email: vidar.strat@abgsc.no

CARNEGIE
Lage Bøhren

Phone: +47 22 00 93 57
Email: lage.bohren@carnegie.no

Danske Bank Markets
Knut Ivar Bakken
Phone: +47 85 40 70 74
Email: knb@danskebank.no

DNB Markets
Alexander Aukner
Phone: +47 24 16 90 79
Email: alexander.aukner@dnb.no

FONDSFINANS
Knut Erik Løvstad
Phone: +47 23 11 30 40
Email: kel@fondsfinans.no

Handelsbanken Capital Markets
Ketil Lye
Phone: +47 22 39 72 99
Email: kjly01@handelsbanken.no

SEB
Bent Rølland
Phone: +47 22 82 71 26
Email: bent.rolland@seb.no







NORDEA MARKETS
Kolbjørn Giskeødegård
Phone: +47 22 48 79 83
Email: kolbjorn.giskeodegard@nordea.com

Norne Securities
Karl Johan Molner
Phone: +47 974 76 064
Email: karl-johan.molner@norne.no

PARETO SECURITIES AS
Carl-Emil Kjølå
s Johannessen
Phone: +47 24 13 39 41
Email: kjolas.johannessen@paretosec.com

SpareBank 1 Markets
Tore A. Tønseth
Phone: +47 24 14 74 18
Email: tore.tonseth@sb1markets.no

Swedbank
Phone: +47 23 23 80 00



Financial calendar 2018/2019 for Norway Royal Salmon ASA:

06.11.2018  Presentation Q3 2018
12.02.2019  Presentation of preliminary annual results 2018
30.04.2019  Annual Report 2018
21.05.2019  Presentation Q1 2019
06.06.2019  Annual General Meeting 2019
27.08.2019  Presentation Q2 2019
12.11.2019  Presentation Q3 2019

Please note that the financial calendar may be subject to change.

This information is subject of the disclosure requirements acc. to § 5-12 vphl (Norwegian Securities Trading Act)

Shareholders
General Assembly
Statutes
Registrar

Largest shareholders

%     SHAREHOLDER OF 15.03.2018
15.56%Gåsø Næringsutvikling AS
12.09%Glastad Capital AS
11.87%Måsøval Eiendom AS
10.87%Egil Kristoffersen og Sønner AS
9.46%Havbruksinsvest AS
3.93%DnB Markets DnB Nor Markets
3.76%Hellesund Fiskeoppdrett AS
2.83%Sparebank 1 Markets Market-Making
2.45%Nyhamn AS
2.44%Lovundlaks AS


  %

SHAREHOLDER OF 15.03.2018

1,37%State Street Bank an A/C Client Omnibus
0.78%Svenska Handelsbanken 
0.64%Henden Fiskeindustri
0.63%JPMorgan Chase Bank A/C Vanguard BBH
0.62%BNP Paribas Securiti BPSS PAR/KEMPEN
0.59%Måsøval Fishfarm AS
0.48%MP Pensjon PK
0.48%Eika Norge
0.47%State Street Bank an A/C Exempt Lux Regi
 0.43%Loe Ola 


Articles of Association

Articles of Association, as worded after amendment adopted in the general meeting of 31. May 2018

Articles of Association

Shareholder Services

Registrar of Norway Royal Salmon ASA (org.no. 864 234 232 NO)
is Sparebank1 SMN – Trondheim.

The shares are registered in:
Norwegian Central Securities Depository (VPS) with ISIN NO0010331838.
Oslo Stock Exhange (OSE)  – ticker NRS.

Total number of shares issued is 43.572.191 shares with a par value NOK 1,-.
The assessed value as of 31.12.2014 is NOK 65,38 per share.
Dividend paid in 2013 was NOK 2,20 per share.

Releases for Oslo Stock Exchange and Press releases

Norway Royal Salmon ASA’s announcements to the Oslo Stock Exchange can be found at
 www.newsweb.no

Below are links to:

All stock exchange announcements from Norway Royal Salmon ASA
Link to Oslo Stock Exchange newsweb

Mandatory Notifications from Norway Royal Salmon ASA
Link to Oslo Stock Exchange newsweb

Disclosures of large shareholdings in Salmon ASA
Link to Oslo Stock Exchange newsweb



Last releases(4)
  • Mandatory notification of trade - extended TRS agreement
    18.01.2019
  • Q3 18 – Operational EBIT of MNOK 35
    06.11.2018
  • Invitation to presentation of Q3 2018
    31.10.2018
  • Invitation to presentation of Q4 2017
    07.02.2018

Mandatory notification of trade - extended TRS agreement

Chair of the Board of Directors in Norway Royal Salmon ASA (“NRS”), Helge Gåsø, has today through Gåsø Næringsutvikling AS extended a TRS (Total Return Swap) agreement with exposure to 250,000 shares in NRS to 12 April 2019. In addition, Gåsø Næringsutvikling AS has entered into an agreement with contractual right to acquire 250,000 shares in NRS at NOK 185.37 per share. Following this extension, Gåsø Næringsutvikling AS holds and has contractual rights to 7,079,605 shares in NRS, constituting 16.25 percent of the issued share capital.

Q3 18 – Operational EBIT of MNOK 35

Today Norway Royal Salmon (NRS) reports an operational EBIT of MNOK 35 for the third quarter 2018 and EBIT per kg of NOK 22.10. Corresponding figures for the same quarter last year were MNOK 192 and NOK 19.29.

- During the quarter we have focused on building biomass and the biomass in the sea has increased by 71 per cent from the end of the previous quarter. This has resulted in a low harvest volume for the quarter. We have had a positive development in production costs from the previous quarter in Region North, says CEO Charles Høstlund.

Net interest-bearing debt increased in the quarter by MNOK 87 to MNOK 500, after purchase of 800 tonnes MAB and the increase in biomass of 11 927 tonnes. The equity at the end of the quarter is MNOK 2 243, which equates an equity ratio of 55 per cent. Return on capital employed for the last four quarters is 30 per cent.

Region North

Region North posted an operational EBIT of MNOK 53.0 in the quarter, compared with MNOK 155.3 in the corresponding quarter last year. Operational EBIT per kg gutted weight was NOK 22.27 compared with NOK 18.85 in the corresponding quarter last year.

Region South

Region South posted an operational EBIT of MNOK 1.8 in the quarter, compared with MNOK 46.3 in the corresponding quarter last year. Operational EBIT per kg gutted weight was NOK 18.05, compared with NOK 20.91 in the corresponding quarter last year.

NRS harvested 2 478 tonnes gutted weight in the quarter, which is 76 per cent lower than in the same quarter last year. 2 379 tonnes of the total volume were harvested in Region North and 100 tonnes in Region South. Estimated harvest volume is 36 000 tonnes for 2018, an increase of 13 per cent from 2017. Estimated harvest volume is 40 000 tonnes for 2019, an increase of 11 per cent from 2018. 10.8 million smolts are planned released in 2018. The sales business sold 14 945 tonnes salmon during the quarter, which is 33 per cent lower than the corresponding quarter last year.

For more information, please contact:

  • CEO Charles Høstlund, +47 994 18 449
  • CFO Ola Loe, +47 911 79 411.

Norway Royal Salmon in brief

Norway Royal Salmon (NRS) group owns 39 426 tonnes MAB distributed between 34 746 tonnes MAB in Region North located in West Finnmark and Troms and 4 680 tonnes MAB in Region South in the area around Haugesund. In addition, the group has minority interest in three associated Norwegian fish farming companies which together own ten fish farming licenses, as well as Arctic Fish on Iceland. NRS is an attractively positioned fish farming group, which offers salmon to the market through its own sales organisation. For further details, please visit www.norwayroyalsalmon.com.

NRS Q3 2018 Report English (pdf)
NRS Q3 2018 Presentation (pdf)

Invitation to presentation of Q3 2018

Norway Royal Salmon will present the interim report for the 3rdquarter 2018 on Tuesday 6thNovember 2018 at hrs 09:00 CET at Hotel Continental, Stortingsgaten 24/26 in Oslo.

The company’s CEO Charles Høstlund and CFO Ola Loe will announce the results.

Please note that the quarterly report and presentation will be published at 06:30 CET.

For further information, please contact:
CFO Ola Loe
Tlf: +47 911 79 411
E-mail: ola.loe@salmon.no

Invitation to presentation of Q4 2017

Norway Royal Salmon will present the interim report for the 4thquarter 2017 on Tuesday 13thFebruary 2018 at hrs 08:00 CET at Hotel Continental, Stortingsgaten 24/26 in Oslo.

The company’s CEO Charles Høstlund and CFO Ola Loe will announce the results.

Please note that the quarterly report and presentation will be published at 06:30 CET.

For further information, please contact:
CFO Ola Loe
Tlf: +47 911 79 411
E-mail: ola.loe@salmon.no

The prerequisite for good corporate governance is a clear and transparent relationship between owners, the board of directors and management. Good corporate governance will instil confidence and trust among all interested parties and will provide a firm basis on which to create value and good results. Good corporate governance is important to Norway Royal Salmon (“NRS” or the “Company”) and the Company’s principles of corporate governance have been drawn up in accordance with the Norwegian Code of Practice for Corporate Governance.

Business
The Company’s object is to engage in the production, processing, trading and distribution of seafood, and participate in other companies associated with the seafood industry. The Company’s further object is to engage in quality assurance and chain management for partner companies.

The Company’s core value is the fundamental belief that better results can be achieved both for companies and for the local community if companies are involved in the community and if they exercise authority and leadership.

The following strategic key points have been adopted by the board of directors:

  • NRS shall be an efficient and profitable aquaculture company.
  • NRS shall rune an effective and profitable sales organisation.
  • NRS shall provide a competitive return on investment to its shareholders.
  • NRS shall offer affiliated producers economies of scale with respect to sales, procurement, quality assurance an other imoportant services.
  • NRS wishes to be a shareholder in companies associated with aquaculture industry.

Equity and dividends
The Company shall maintain a level of equity appropriate to the Company’s objectives, strategy and risk profile. The Company’s aim is for shareholder returns to reflect the value created by the Company and convert into dividends, as well as an increased share price. Dividends shall remain stable over time and shall make up 30-40% of the group’s net profit, provided that the Company’s own capital requirements have been met. Over time, monetary value shall be created by way of share price rises rather than paid-out dividends.


Equal treatment of shareholders and freely negotiable shares

It is the Company’s policy to treat all shareholders equally. Shareholders shall not be subjected to differential treatment without basis in the Company or the shareholders’ commonality of interest. The Company’s shares are freely negotiable and there are no restrictions on the purchase and sale of the Company’s shares beyond that which follows from Norwegian law. All shares belong to a single class, and each share has one vote at the Company’s general meetings.

General Meeting
An ordinary annual general meeting shall be held within six months of the end of each financial year. Extraordinary general meetings may be called by the board of directors at any time.

All shareholders shall receive a written invitation to attend the general meeting. Motions and necessary background information along with documents to be produced at the general meeting shall be made available on the Company’s website no later than 21 days before the general meeting. Shareholders who are unable to attend may vote by proxy.

The general meeting shall elect members to the board of directors, set the level of remuneration of board members, adopt the annual accounts and board of directors report and consider any other matters pertaining to the general meeting according to laws or regulations. The chairman of the board of directors, the management and the auditor shall attend the ordinary general meeting.

Nomination committee
The Company’s nomination committee comprises three members elected by the general meeting for two year at a time. The nomination committee shall put forward proposals to the general meeting on the election of members and deputy members to the board of directors. The recommendation fore the chair of the board is given separately.Their proposals shall be justified. The nomination committee shall give a recommendiaton for the remuneration for the members of the board of directors.

Composition and independence of the board of directors
The composition of the board of directors is designed to protect the common interests of the shareholders and the Company’s need for expertise, capacity and diversity. The board of directors shall be composed in such a way that it can act independently of special interests. Executive staff, and material business contacts and at least two of the members elected by the shareholders shall be independent of the Company’s main shareholders.
Members of the board of directors shall be elected for a period of two years at a time.

The work of the board of directors
The board of directors has the overall responsibility for the management of the Company. The chief executive shall be elected by the board of directors and shall have a duty to report to the board. A separate set of instructions for the board of directors defines the cases to be considered by the board of directors and its areas of responsibility, along with the responsibilities of the chief executive.

Risk management and internal controls
Efficient management focusing on risk and good internal controls is an overarching criterion for the success of NRS and forms an integrated part of its business operations. The ability to plan, structure, implement and evaluate projects is an important part of the business. The Company is governed according to set financial targets. Reporting takes place on a monthly basis and includes both financial and non-financial parameters. Focus is on profitability and risk linked to each area of business. Emphasis is placed on following up results, and focus is directed towards measures in areas that are not achieving the desired level of growth. The aim of risk management and internal controls is to handle risks linked to the business and to improve the quality of financial reporting. Effective risk management and internal controls help protect the shareholders’ investments and the Company’s assets. The board of directors believes NRS has effective internal controls and a level of risk management appropriate to the business.

Remuneration of the board of directors
Remuneration of the board of directors shall reflect the board’s responsibilities, expertise and time use, as well as the complexity of the business. Remuneration shall not be linked to financial results. Options shall not be issued to members of the board of directors. Remuneration shall be set by the general meeting based on recommendiation of the nomination committee. Further information about remuneration of the board of directors is given in the notes to the annual accounts.

Remuneration of executive staff
Remuneration of the chief executive shall be set by the board of directors. The remuneration comprises a fixed salary and a variable part (bonus), which is dependent on achieving set goals.

Information and communication
NRS shall ensure that all shareholders receive accurate, clear, relevant and timely information concerning all matters of financial importance to the shareholders. Financial information is published on NRS’ website and in press releases. The annual report and quarterly reports are published in both Norwegian and English.

Takeovers
In the event of a takeover bid, the board of directors shall not seek to prevent or obstruct such a bid being made for the Company’s business or shares, unless there are particular grounds for doing so. If a bid is made for the Company’s shares, the board of directors shall issue a statement with an assessment of the bid and a recommendation as to whether or not shareholders should accept it. The board of directors’ statement will specify whether the assessment was unanimous.

Auditor
The auditor shall participate in board meetings at which the annual accounts are being discussed. Each year the auditor shall present a main outline of the auditing of the Company to the board of directors.


Board
Management
  • Helge Gåsø

    (1961), Chair

    Helge Gåsø has extensive experience of the build-up, operation and development of fish farming businesses. He took part in building up Frøya Fiskeindustri, subsequently Hydro Seafood and Midnor Havbruk. He resides Hamarvik, Frøya in Norway.

  • Kristine Landmark

    (1954), Vice Chair

    Kristine Landmark holds a Master degree in Economics and Business Administration from the Norwegian School of Economics and Business Administration (NHH). She is the CEO of Slettvoll Møbler AS. She has extensive experience from the Stokke Group, where she was employed in the period 1989-2010, and served as CEO in the period 2004-2010. Ms. Landmark holds a number of directorships. She resides in Ålesund Norway.


  • Lars Måsøval

    (1979), Board member

    Lars Måsøval is educated within aquaculture. He has extensive experience from the fish farming industry through various positions in his family-owned business. He is the Chair of the Board and one of the main shareholders of the Måsøval Group, which has its own hatchery and operate nine fish farming licenses. He resides on Frøya, Norway.

  • Marianne E. Johnsen

    (1963), Board member

    Marianne E. Johnsen graduated as a lawyer from University of Oslo before obtaining an MBA from Solvay Business School in Brussels. She is the founder and managing partner of X-lence Group AS, a management consulting and investment company. She has extensive experience from international executive positions, from among others Elkem, and holds a number of directorships in publicly listed companies. She resides in Oslo Norway.

  • Jon Hindar

    Board member

    Jon Hindar holds a MSc in Chemical Engineering (NTNU) and has Management Education from IMD Lausanne. He has held executive positions in several major companies and has been CEO in Cermaq, Norsun and Biotech AS. He holds and has held a number of directorships in larger companies.

  • Trude Olafsen

    (1963), Board member

    Trude Olafsen is graduated Cand. Agric. within aquaculture from the Norwegian University of Life Sciences. She is employed in AKVA Group with the responsibility for business development. She has worked in various organizations in the seafood industry and within research/consulting, in addition to have held several elected positions in the industry. She resides in Trondheim, Norway.

  • Charles Høstlund

    (1975), CEO

    Charles Høstlund has a Master’s degree in fish health from the Norwegian College of Fishery Science and a MBA in Financial control and management from the Norwegian School of Economics. He has previously worked as Regional Director of Marine Harvest Norway Northern Region. He joined Norway Royal Salmon in september 2014. He resides in Drøbak, Norway.

  • Ola Loe

    (1966), CFO

    Ola Loe is a Certified Public Accountant from the Norwegian School of Economics and Business Administration (NHH). Prior to joining Norway Royal Salmon in 2009, he worked as a senior manager at KPMG and as group auditor for Cermaq, Norway Pelagic, Fjord Seafood and Midnor Group. Mr. Loe is a Norwegian citizen and resides in Trondheim, Norway.

  • Klaus Hatlebrekke

    (1974), COO Markets and Business Development

    Mr. Hatlebrekke has during the past ten years been working as an analyst of the seafood sector at DNB Markets. Mr. Hatlebrekke holds a Master degree in Business and Economics from Norwegian School of Management. He joined NRS in April 2012 and resides in Trondheim, Norway.

  • Arve Olav Lervåg

    (1971), COO Farming


Election Committee
  • Endre Glastad

    Leader, e-mail: endre@glastad.no


  • Karl Olaf Jørgensen

    Member


  • Anne Breiby

    Member


1. INTRODUCTION

1.1 These ethical guidelines (“the Guidelines”) are adopted by the Board of Norway Royal Salmon ASA (“the Company”).

1.2 The purpose of the Guidelines is to create a healthy business culture and uphold the Company’s integrity by helping employees to set high standards for good business practice. The Guidelines are further intended to serve as a tool for self-evaluation and to develop the Company’s identity.

1.3 These Guidelines apply to all units that are controlled by the Company and all the Company’s Employees and Board members (together known as “Employees”). All Employees shall read and familiarise themselves with the Guidelines. Employees are encouraged to ask questions relating to the application of the Guidelines. Such questions may be directed to the individual’s line manager, a member of the Company’s executive management or a member of the Company’s Board (“the Board”).

1.4 Individual Employees are ultimately responsible for complying with the Guidelines. Individual managers shall further be responsible for enforcing the Guidelines as they apply to the Employees and the business within the individual manager’s sphere of responsibility.

1.5  Any breaches of the Guidelines will constitute grounds for disciplinary measures, including, if appropriate, dismissal.


2. ETHICS


2.1     The Company’s Guidelines require Employees to comply with high ethical commercial and personal standards in performing their duties and tasks for the Company. Employees shall act honestly and display integrity towards other Employees, business connections and customers, the general public, commerce, shareholders, suppliers, competitors and government authorities.

2.2 When representing the Company, Employees shall not seek to achieve unfair advantage through manipulation, secrecy, misuse of privileged information, erroneous stating of important facts or other dishonest methods.

2.3 The Company’s Guidelines prohibit illegal discrimination against employees, shareholders, Board members, customers and suppliers on grounds of ethnic or national background, age, gender or religion. All individuals shall be treated with dignity and respect and shall not be unduly troubled in the performance of their duties and tasks.

2.4 Employees shall not out of loyalty to the Company or a desire to gain profit for the Company breach applicable legislation or the Company’s internal rules and guidelines.


3. RULES FOR GOOD BUSINESS PRACTICE


3.1    The Company’s values

3.1.1 The Company firmly believes that companies and the local community achieve better results through the businesses displaying local commitment, decision-making authority and ownership.

3.1.2 The Company strives to be a reliable partner through sound business operation, strict discipline, prioritisation of quality solutions, predictable supplies and a high degree of service.

3.1.3 The Company shall adopt a dynamic approach in all areas of the business. This means that the Company shall fulfil its obligations in the shortest possible time, make rapid decisions, however always based on facts, accept changes, deal with new challenges and also be proactive.

3.1.4 The Company shall leverage and develop skills within production, product development and management, where professionalism and best practice shall be key factors.

3.2 Regulations and legislation

3.2.1 The Company’s Employees shall comply with all legislation and regulations that are relevant for the Company’s activities. Each Employee is personally responsible for adhering to the instructions and restrictions pursuant to such legislation and regulations.

3.3 Health, safety and the environment

3.3.1 The Company’s activities shall be run in a manner that maintains the safety and health of the Employees, the customers, the general public and the environment in accordance with applicable legislation and regulations governing health, safety and the environment and in such a way as to safeguard the environment and the Company’s personnel and assets. All Employees shall act in accordance with these Guidelines. Identified or suspected non-compliances with the Guidelines shall be reported without delay.

3.3.2 The Company shall be a professional and positive workplace featuring an inclusive working environment.

3.3.3 All Employees shall help create a working environment free from any discrimination on grounds of religion, colour, gender, sexual orientation, age, nationality, race or disability.

3.3.4 The Company does not accept conduct that could be deemed to be demeaning or threatening.

3.4 Relationships with customers, suppliers and competitors

3.4.1 Customers shall be handled with knowledge, respect and understanding.

3.4.2 Suppliers shall be treated in an honest and professional manner.

3.4.3 The Company wishes to see fair and transparent competition in all markets, both nationally and internationally. Under no circumstances shall the Company or any of its Employees participate in actions in breach of applicable competition legislation. Employees who have questions with regard to possible anti-trust effects of certain transactions, or who suspect breaches of anti-trust legislation, should consult with their line manager, executive management or the Board.

3.4.4 The Company strongly opposes all forms of corruption (bribery, illegal inducements, etc.). None of the Company’s Employees shall directly or indirectly offer, promise, give or receive bribes, illegal or unsuitable gifts, or other unfair advantage or remuneration in order to achieve commercial or other personal advantage.

3.5 Money laundering

3.5.1 The Company strongly opposes all forms of money laundering. The Company will take the measures that are required to prevent the financial transactions they enter into being used by others for money laundering. Employees who suspect breaches of applicable anti-money-laundering legislation should consult with their line manager, executive management or the Board.

3.6  Loyalty and conflicts of interest

3.6.1 The Company demands loyalty from its Employees, and that Employees abstain from actions or from having interests that make it difficult to perform the work they have been entrusted with in an objective and effective manner.

3.6.2 Individual Employees shall inform their line manager, executive management or the Board of situations where they have a material direct or indirect interest in a transaction or any other matter relating to the Company.

3.6.3 Conflicts of interest should be avoided. Should a conflict of interest arise, each individual Employee shall assess the situation and inform his/her line manager of any particular partiality or conflict of interest. Situations involving conflicts of interest may relate to, but shall not necessarily be restricted to, customers, suppliers, current or future employees, competitors or other connections.

3.6.4 Employees undertake to promote the Company’s legitimate interests when they have the opportunity to do so. Employees shall not personally utilise opportunities they encounter in using the business’s property or information or their position in the business.

3.7  Confidentiality and duty of secrecy

3.7.1  It is important that individual Employees maintain a duty of secrecy concerning information relating to the Company. Employees often have access to confidential information subject to a duty of secrecy concerning the Company’s activities, customers and suppliers. Information subject to a duty of secrecy includes non-public information regarding the Company’s activities, financial performance and prospects, and potential company transactions. Employees shall maintain a duty of secrecy with regard to such information both during and after the employment relationship, and shall not use, forward or notify the information subject to a duty of secrecy, unless this is done in the exercising of the Employee’s position. If confidential information is forwarded without permission, this could have serious consequences for the Company and the relevant Employee.

3.7.2 The Company shall handle personal information with the attentiveness and consideration required in accordance with legislation and regulations and which are relevant for information which could be deemed to be sensitive, regardless of whether the information relates to customers, employees or others. Personal information should only be handled to the extent that such is necessary for the operation of the business, efficient customer service, relevant marketing activities and proper personnel management.

3.8 Proper use of the Company’s assets

The Company’s assets shall be used solely for legal business purposes and only by authorised Employees or persons appointed by these. This applies to tangible assets (e.g. office equipment, phones, photocopiers, etc.) and intangible assets (e.g. business secrets and information subject to a duty of secrecy). Employees are responsible for protecting the Company’s assets against theft and loss and ensuring that these assets are used efficiently. Theft, carelessness and waste have a direct influence on the Company’s profitability. If an Employee becomes aware of a case of theft, waste or misuse of the Company’s assets, the party in question shall report this to his/her superior or to a member of the Board.

3.9  Drugs and alcohol

The Company’s Guidelines prohibit the illegal use, sale, purchase, transfer, possession or consumption of controlled substances on the Company’s premises, with the exception of for prescribed, medicinal use. The Company’s Guidelines also prohibit the use, sale, purchase, transfer or possession of alcoholic drinks on the Company’s premises, except with the permission of the Company. In accordance with these Guidelines, the Company shall comply with applicable legislation and regulations concerning the use of alcohol or other controlled substances.

3.10 External communication

Only specifically appointed Employees may discuss the Company with the media, analysts and investors. All enquiries from supervisory authorities or government representatives shall be referred to the relevant manager. Employees who come into contact with the media in their work must not comment on rumours or speculation concerning the Company’s activities.

3.11 Securities trading

3.11.1  Employees and members of their family must not purchase or sell shares or other securities or give advice on trading in securities based on inside information regarding such securities, including the Company’s shares and shares in companies who are customers, suppliers or partners of the Company.

3.11.2 Inside information is information which can notably influence the price of the shares of the Company or other listed companies. If you have any doubt as to whether you have access to inside information, you should contact your line manager or the Company’s representative responsible for matters concerning insider trading, and if necessary consult a legal adviser.

3.11.3 Members of the Board and executive management, and certain other individuals are subject to further requirements in accordance with the Company’s rules on insider trading.

3.12  Integrity of Company documents

3.12.1  All business documents, cost accounts, vouchers, invoices, payroll lists, service records, reports to public bodies and other reports shall reflect the actual conditions.

3.13  The Company’s financial statements shall be maintained with watchfulness and honesty, and shall accurately reflect the Company’s transactions. All assets shall be recorded in accordance with the Company’s adopted procedures. No hidden or non-recognised funds or assets may be established for any purpose.

3.14 The Company’s accounting personnel shall provide the Company’s external auditors and the Board with all the information they request. No Employees shall on their own perform, order or allow others to perform actions with the intention of dishonestly influencing, coercing, manipulating or misleading the Company’s external auditors who are involved in auditing or checking the Company’s financial statements, or omit to correct materially erroneous or misleading financial statements or accounting documents in order to achieve materially misleading financial statements.


4. REPORTING OF BREACHES OF RULES


Employees who become aware of a situation they suspect to be in breach of the Guidelines undertake to inform their line manager, executive management or a member of the Board, unless the Guidelines instruct otherwise. Breaches of rules involving a manager shall be reported directly to a member of the Board. When a manager is notified of breaches of the Guidelines the manager is responsible for dealing with the matter in consultation with a member of the Board. If an Employee who has reported breaches of the Guidelines wishes to remain anonymous, all reasonably expected measures shall be taken to keep the identity of the Employee confidential. All referrals shall be taken seriously and reporting of breaches of the Guidelines shall where appropriate be examined in more detail. The Company shall not take, or allow reprisals to be taken, against an Employee who has reported a situation in good faith.