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Norwegian is subject to Corporate Governance reporting requirements according to the Norwegian Accounting Act, section 3-3b, the Norwegian Code of Practice for Corporate Governance (“the Code”) as revised on 17 October 2018 and the Continuing Obligations of Listed Companies as approved by Oslo Børs ASA, available at www.lovdata.no, www.nues.no and www.oslobors.no, respectively. This report follows the system used in the Code and deviations from the Code, if any, is addressed under each section.
Implementation and reporting of corporate governance
Norwegian’s objective for Corporate Governance is accountability, transparency, fairness and simplicity with the goal of maximizing shareholder value while creating added value for all stakeholders. The objectives are designed in compliance with laws, regulations and ethical standards.
Norwegian’s Board of Directors promotes and support open and clear communication of the Company’s Corporate Governance processes.
The Board believes that good Corporate Governance is distinguished by responsible interaction between the owners, the Board and Management in a long-term, productive and sustainable perspective. It calls for effective cooperation, which means a defined division of responsibilities and roles between the shareholders, the Board and the Management, and respect for the Company’s other stakeholders as well as open and honest communication with the communities in which the Company operates.
Norwegian’s scope of business is defined in its Articles of Association section 3: “The Company’s objective is to be engaged in aviation, other transport and travel related business activities as well as activities connected therewith. The Company may also be engaged directly or indirectly in other forms of Internet-based provision of goods and services, including car rental, hotel booking, payment services, financial services and services related to credit cards. Participation in such activities as mentioned may take place through co-operation agreements, ownership interests or by any other means.”
The Articles of Association is published in full on the Company’s website.
Policies and procedures have been established to manage risks and the Board of Directors evaluate the overall risk management systems on a regular basis.
The Board of Directors evaluates the Company’s objectives, strategies and risk profile every year.
Norwegian strives to be a good corporate citizen in every area of its operation. The Company is committed to operating in accordance with responsible, ethical, sustainable and sound business principles, with respect for people, the environment and the society.
The Company’s core values are clearly defined and are reflected in the Company’s Code of Ethics. The Code of Ethics includes ethical guidelines and guidelines for corporate social responsibility, hereunder bribery and anti-corruption, unlawful discrimination and human rights, health, safety and environmental issues.
More information on how Norwegian integrates Corporate Social Responsibility in its operations can be found in the separate report of Corporate Responsibility at Norwegian, presented in a separate section of the annual report and available on the Company’s website www.norwegian.com.
Equity and dividends
The Company shall have an equity capital which, over a period of time, is at an appropriate level for its objective, strategy and risk profile.
The Company’s equity was strengthened during 2019. Total equity at year end 2019 was NOK 4,125 million, equivalent to an equity ratio of 4.8 percent. A rights issue of was completed in March 2019 and an additional private placement was completed in November 2019. The share issues raised a combined NOK 4 billion in new equity for the Company.
The effects of the COVID-19 pandemic including government-imposed travel restrictions and drop in demand forced the Company to carry out a financial restructuring. On 20 May, it was announced that the Company had successfully converted NOK 12.7 billion debt to equity and raised a further NOK 400 million in cash and equity through an offering, thus securing access to the state aid of NOK 3 billion.
The Board of Directors deems the capital structure to be adequate considering the Company’s objectives, strategy and risk profile. Because of the COVID-19 pandemic and the Company's current hibernation mode, the Company may need further capitalization before the aviation industry and the Company returns to normalcy. The Board of Directors are monitoring the situation closely and will enforce measures as necessary in order to preserve an adequate capital structure.
The Board of Directors recommends not to distribute dividends in order to retain funds in line with the Company’s objective to reduce growth and restore profitability. Dividends should under no circumstances be paid if equity is below what is an appropriate level.
Financial covenants to the Company's bond agreements restricts dividend payments, repurchase of shares or other contributions or loans to shareholders (except repurchase of shares in connection with any option or similar incentive program made for the benefit of the employees and/or management and/or directors) until maturity of the last bond in February 2023.
The Company shall maintain a book equity of minimum NOK 1,500 million and a minimum liquidity level of NOK 500 million.
The General Meeting has granted the Board of Directors an authorization to acquire treasury shares at a maximum price of NOK 1,000 and a minimum price of NOK 0.10. The authorization is valid for a period up until next Annual General Meeting, however not beyond 30 June 2020. The Company may at no time hold/own treasury shares with a nominal value in excess of 10 percent of the Company's registered share capital. The Board is free with regards to the manner of acquisition and any subsequent disposal of the share.
The General Meeting has granted the Board an authorization to increase the Company’s share capital by up to NOK 1,124,544.10 by issuing up to 11,245,441 shares, each with a nominal value of NOK 0.10 in order to strengthen the Company's equity and as consideration for the acquisition of businesses falling within the Company's business purpose. The authorization is valid for a period up until next Annual General Meeting, however not beyond 30 June 2020.
The General Meeting has granted the Board an authorization to increase the Company’s share capital by up to NOK 238,539.70 by issuing up to 2,385,397 shares as payment related to incentive schemes. The authorization is valid for a period up until next Annual General Meeting, however not beyond 30 June 2020.
The authorization granted to the Board is limited to a total of 13,630,838 shares.
The Extraordinary General Meeting on 28 November 2019 granted the Board of Directors with authority to consider and decide whether the Subsequent Offering of 7,000,000 new shares at a subscription price of NOK 40 per share should be completed, including to cancel the Subsequent Offering should the prevailing market conditions and considerations of the Company and the joint shareholder interest indicate such cancelling. The Board of Directors in the Company decided on 4 February 2020 not to use the board authorization granted by the Company's extraordinary general meeting to carry out a subsequent repair offering.
The extraordinary general meeting of the Company on 4 May 2020 granted the following authorizations the Board of Directors related to a substantial financial restructuring that was approved in the same meeting:
The Board of Directors was granted an authorization to increase the Company’s share capital by up to NOK 105,000,000.00 comprising capital increases against non-cash contributions and the right to incur special obligations, including mergers and demergers. The authorization replaces all previous authorizations to increase the share capital. The authorization is valid for a period up until next Annual General Meeting, however not beyond 30 June 2021.
The Board of Directors was granted an authorization to adopt resolutions regarding borrowings as mentioned in the Public Limited Companies act § 11-1 to an aggregate amount of loans to be borrowed of NOK 10 billion, with a share capital increase by up to NOK 105,000,000.00. The authorization is valid for a period up until next Annual General Meeting, however not beyond 30 June 2021.
Equal treatment of shareholders and transactions
Norwegian Air Shuttle ASA has only one class of shares and all shares have equal rights in the Company. The articles of association impose no voting restrictions.
The Norwegian Civil Aviation Act (“Luftfartsloven”) with accompanying regulations pertaining to adoption of the EC Regulation NO. 1008/2008 set forth a requirement that non-EEA nationals may not own more than 50 percent of the shares in companies that are subject to said regulation. In the general meeting in May 2016, the Articles of association was amended in order to ensure that the Company in an efficient manner could intervene if it is a risk that the license(s) of the Company may be revoked.
Share buy-back transactions are generally carried out via stock exchanges. Buy-backs of treasury shares are carried out at market prices. Employee share allocations are granted at a discount to market value. Norwegian did not purchase or sell any of its own shares in 2019.
Material transactions between the Group and key stakeholders, in particular the shareholders, the members of the Board and the Executive Management, are subject to the approval of the Board of Directors. Such transactions are duly noted in the minutes from the Board meeting and are also explicitly stated in the notes to the consolidated accounts. The former Chair of the Board is partner of the law firm Simonsen Vogt Wiig, which is the legal advisor to Norwegian Air Shuttle ASA. Norwegian has leased its head office from Fornebu Næringseiendom 1 AS, which is controlled by the former Chair and the former CEO. The Company has in 2019 acquired shares in Lilienthal Invest Ltd. From HBK Holding AS, a company controlled by the former Chair and former CEO. The Company utilizes crew management services from the joint venture OSM Aviation Ltd.
In cases where members of the Board of Directors or the Executive Management have other direct or indirect material interests in transactions entered into by the Group, this is stated in the notes to the consolidated accounts. Note 26 to the consolidated financial statements describes transactions with close associates (related parties). Financial relationships related to the Directors and Executive personnel are described in note 7 and 15.
Norwegian’s code of ethics includes guidelines for handling possible conflicts of interest. The code applies to all Board members and Norwegian staff. In addition, the Board has drawn up specific procedures for handling of conflicts of interest for Board members and members of the corporate Management Board.
Freely negotiated shares
There are no restrictions on owning, trading or voting for shares in the Company.
The notice of calling the Annual General Meeting is given in writing no later than 21 days prior to the meeting. Relevant documents, including proposals for resolutions to be considered by the General Meeting and recommendations by the Nomination Committee, are available at the Company’s website from the same date.
Shareholders wishing to attend the General Meeting must give notice of this to the Company no later than three days before the date of the meeting.
The Board of Directors has ensured that the shareholders may exercise their rights at the General Meeting by facilitating proxy attendance. Forms for the granting of proxies are enclosed in the summons to the General Meetings and allows for voting on each individual matter. The shareholder can nominate the Chair of the Board or appoint a person to vote on their behalf as proxy.
The Board of Directors, Nomination Committee and the Auditor are required to be present. To the extent possible, the Executive Management is represented by the Chief Executive Officer and the Chief Financial Officer and other key personnel on specific topics.
The agenda is set by the Board of Directors, and the main items are specified in Article 7 of the Article of Association. The minutes of the General Meeting are available on the Company’s website.
The General Meeting elects the chair of the Annual General Meeting.
The duties of the Nomination Committee are to make recommendations to the General Meeting for the election of shareholder elected board members and members of the Nomination Committee, and the remuneration to the members of the Board of Directors and Nomination Committee. The Nomination Committee will justify its proposal on each candidate separately and present relevant information about the candidates together with an evaluation of their independence. In connection with the Committee’s work with proposing candidates, the Committee stays in contact with major shareholders, the Board of Directors and the Executive Management.
It follows from Article 8 of the Articles of Associations that the Committee consists of four members, who shall be shareholders or representatives of shareholders. Committee members are elected for two years at a time. The articles of Association were amended in May 2019 so that the Chair of the Board is no longer a permanent member of the Nomination Committee.
The Nomination Committee consists of one employee and three external members representing major shareholders in the Company. The current composition of the committee consists of:
- Bjørn H. Kise
- Sven Fermann Hermansen (employee)
- Nils Bastiansen
- Finn Øystein Berg
None of the members of the Nomination Committee represent Norwegian's Management. The members are considered as independent of Management and the Board.
Board of directors, composition and independence
According to the Articles of Association, the Board must consist of between six and eight members. At year end 2019 the Board of Directors had eight members. The Company has three Directors elected by the employees on the Board of Directors.
The shareholder-elected members of the Board of Directors have been nominated by the Nomination Committee to ensure that the Board of Directors possesses the necessary expertise, capacity and diversity. The Board members have competencies in and experiences from the transport sector and other competitive consumer sectors, relevant network connections and experiences from businesses, finance, capital markets and marketing. The Board members are elected for a period of two years.
The majority of the shareholder-elected members of the Board are considered to be autonomous and independent of the Company’s executive personnel and material business contacts. The five members of the Board who are elected by shareholders are considered autonomous and independent of the Company’s main shareholder(s). Among the shareholder-elected Directors, there are three men and two women. Detailed information on the individual director can be found on the website at www.norwegian.com. None of the directors are members of the executive management team.
Directors of the Board are encouraged to own shares in Norwegian.
Participation in Board meetings in 2019 has been:
|Name||Number of meetings|
|Christian Fredrik Stray||29|
|Ingrid Elvira Leisner||19|
|Geir Olav Øien||28|
|Jessica Hägqvist (deputy)||1|
|Bjørn H. Kise (resigned)||10|
|Ada Kjeseth (resigned)||10|
|Linda Olsen (resigned)||2|
|Marcus Daniel Hall (resigned)||2|
The overview includes physical meetings and non-physical meetings.
The work of the Board of Directors
The Board of Directors’ perform their work in accordance with the rules and requirements as set out in Norwegian law.
The Board of Directors issues instructions for its own work. If the Chair of the Board of Directors is or has been actively engaged in a given case, another Board member will normally lead discussions concerning that particular case. There is a clear division of responsibilities between the Board and the Executive Management. The Chair is responsible for ensuring that the Board's work is conducted in an efficient, correct manner and in accordance with the Board's terms of reference. The Chief Executive Officer is responsible for the Company’s operational management. The Board has drawn up special instructions for the Chief Executive Officer.
The Board of Directors conducts an annual self-assessment of its work competence and cooperation with the Management and a separate assessment of the Chair.
The Board of Directors has established an Audit Committee, consisting of three shareholder-elected members of the Board. The Board ensures that nominees meet requirements of expertise, capacity and diversity.
Risk management and internal control
The Management issues monthly performance reports to the Board of Directors for review. Quarterly financial reports are prepared and made available to the capital market in accordance with the reporting requirements applicable to listed companies on Oslo Børs. The quarterly financial reports are reviewed by the Audit Committee prior to Board approval and disclosure. Moreover, financial reports, risk reports and safety reports are drawn up, all of which are subject to review at Board meetings.
The auditor meets with the entire Board in connection with the presentation of the interim annual financial statements, and when otherwise required. The auditor also participates in Audit Committee meetings.
Policies and procedures have been established to manage risks. The Company’s Board of Directors reviews and evaluates the overall risk management systems and environment in the Company on a regular basis. The Board ensures sound internal controls and systems for risk management through, for example, annual Board reviews of the most important risk factors and internal controls. Risk assessment and the status of the Company’s compliance and corporate social responsibility are reported to the Board annually. The Company’s financial position and risks are thoroughly described in the Board of Directors’ Report.
Remuneration of the Board of Directors
Based on the consent of the General Meeting, it is assumed that the remuneration of Board members reflects the respective members’ responsibilities, expertise, time commitments and the complexities of the Company’s activities. In cases where Board members take on specific assignments for the Company, which are not taken on as part of their office, the other Board members must be notified immediately and, if the transaction is of a substantial nature, this will be explicitly stated in the notes to the consolidated accounts. Details of the remuneration of individual Board members are available in the notes to the consolidated accounts.
The Board of Directors are not entitled to performance related compensation. The Board members are not granted share options.
Remuneration of executive personnel
The Board’s statement on Management compensation policy is prepared in accordance with the Public Companies Act 6-16a and includes the Company’s share option program, if any. The statement is presented at the Annual General Meeting. The principles of leadership remuneration in Norwegian Air Shuttle ASA are to stimulate a strong and lasting profit-oriented culture. The total compensation level should be competitive, however, not market leading compared to similar organizations.
The Board determines the remuneration of the Chief Executive Officer, and the guidelines for remuneration of the Executive Management. The Executive Management has not been given any specific rights in case of terminated employment. Details of the remuneration of individual members of the Executive Management are available in the notes to the consolidated accounts.
Information and communications
Norwegian has established guidelines for the Company’s reporting of financial information based on transparency and the requirement of equal treatment of all parties in the market. The Board of Directors annually reviews these guidelines.
A financial calendar is prepared and published on the Company’s website and is also distributed in accordance with the rules of the Public Companies Act and the rules applicable to companies listed on the Oslo Stock Exchange. Information distributed to the shareholders is also published on the Company’s website.
The Company holds regular investor meetings and public interim result presentations and has an investor relations Norwegian has separate instructions for investor relations regarding communication with investors and how insider information shall be treated.
The Board of Directors has prepared guidelines for the Company’s contact with shareholders outside the General Meeting. The Board considers that these measures enable and ensure continuous informative interactions between the Company and the shareholders.
There are no limitations with respect to the purchases of shares in the Company. The Board has established guidelines for how it will act in a take-over situation. In the event of a take-over bid the Board of Directors will act in the best interest of the shareholders and in compliance with all the rules and regulations applicable for such an event as well as practices recommended in the Code.
In the case of a take-over bid, the Board will refrain from taking any obstructive action unless agreed upon by the General Meeting.
he auditor annually presents the main features of the audit plan for the Company to the Audit Committee. The auditor participates in the meetings of the Board of Directors that deal with the annual accounts. At these meetings the auditor reviews any material changes in the Company’s accounting principles, comments on any material estimated accounting figures and reports all material matters on which there has been a disagreement between the auditor and the Executive Management of the Company.
The auditor presents a review of the Company’s internal control procedures at least once a year to the Audit Committee, including identified weaknesses and proposals for improvements. The auditor participates in meetings with the Audit Committee and present the report from the auditor that addresses the Company’s accounting policy, risk areas and internal control routines.
The Chief Executive Officer and the Chief Financial Officer are present at all meetings with the Board of Directors and the auditor, except for one meeting a year, in which only the auditor, the Board and the Audit Committee are present.
The Management, the Audit Committee and the Board of Directors evaluate the use of the auditor for services other than auditing. The Audit Committee and the Board receives annual confirmation that the auditor continues to meet the requirement of independence.
The Board of Directors reports the remuneration paid to the auditor at the annual General Meeting, including details of the fee paid for audit work and any fees paid for other specific services.