Corporate governance is important to us. It forms an integral part of our day-to-day work and frames the Group’s strategy and positioning.
Our annual report presents a transparent account of our activities and results. In this way, we aim to meet the legal and ethical expectations of shareholders and other stakeholders. Good corporate governance enables responsible and value-oriented corporate management and control.
Elections and organisation
Both the Chairman and the other members of the Board of Directors are elected at the Annual General Meeting.
The Board is responsible for the stewardship and the general supervision of the management of the business and for acting in the best interests of the Company and its shareholders. The Board is composed of seven (7) directors being Jörgen Andersson (Chair), Lars Guldstrand, Mustaq Patel, Christer Grundström, Bo Thorén, Dag Andresen and Peter Lindh. Of these directors, Messrs. Grundström, Thorén, Andresen and Lindh are considered to be “independent” within the meaning of NI 58-101
- Remuneration Committee
Chairman Dag Andresen
- Nomination Committee
Chairman Jörgen Andersson
- Audit Committee
Chairman Dag Andresen
Nomination of Directors
The Company does not have a stand‐alone nomination committee. The full Board has responsibility for identifying potential Board candidates. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors. Members of the Board and representatives of the industry are consulted for possible candidates.
Term of Office
The appointment of Directors is for an initial term of three years commencing on the date of Admission and terminable on thirty days’ notice by either party.
Our officers are appointed by our Board of Directors and hold office until they resign or are removed from office by the Board of Directors.
Election of Officers
Our executive officers, currently Mr Patel and Mr Guldstrand, are appointed by, and serve at the discretion of, our board of directors. There is no family relationship among any of our directors or executive officers.
We consider each of our consultants, Lars Guldstrand, Jörgen Andersson, Mustaq Patel and Christer Grundström to be our significant employees, even though none of them are employees but are rather consultants. We do not have key-person insurance in place in the event that any of these person were to be unable to continue in their positions. If that were to happen or if such person were to otherwise leave our company, we might not be able to replace them or could lose significant time and resources doing so.
The Company does not have a compensation committee and the Board, as a whole, has the responsibility to administer compensation policies related to the executive management of the Company.
The Board makes all decisions with respect to compensation matters for Director’s and NEO’s.
The Company compensation to members of the Board is annually 16,000 CAD and to the Company’s Chairman 24,000 CAD, payable in arrears by equal quarterly instalments.
The Executive Directors is compensated under separate management agreements with the company does not receive any Board compensation, and.
Audit Committee – Other Board Committees
The Board of Directors has no other committees other than the Audit Committee.
The primary function of the audit committee of the Board (the “Audit Committee”) is to assist the Board in fulfilling its financial reporting and controls responsibilities to the shareholders of the Company.
The Audit Committee is composed of Messrs. Dag Andresen (Chair), Peter Lindh, and Bo Thorén, all three are “independent” directors and are each financially literate, within the meaning of NI 52-110.
Code of Ethics
The company has adopted a Code of Corporate Governance Manual
Ethical Business Conduct
The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law, and the restrictions placed by the BCBCA on an individual director’s participation in decisions of the Board in which the director has an interest have helped to ensure that the Board operates independently of management and in the best interests of the Company.
Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, if a director of the Company also serves as a director or officer of another company engaged in similar business activities to the Company, that director must comply with the conflict of interest provisions of the BCBCA, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors that evoke such a conflict.
Board of Directors
A director may vote in respect of any contract or transaction in which he is interested, provided, however, that the nature of the interest of any director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote on that matter. A general notice or disclosure to the directors or otherwise contained in the minutes of a meeting or a written resolution of the directors or any committee thereof of the nature of a director’s interest shall be sufficient disclosure and after such general notice it shall not be necessary to give special notice relating to any particular transaction. A director may be counted for a quorum upon a motion in respect of any contract or arrangement which he shall make with our company, or in which he is so interested and may vote on such motion.
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