Governance

General meetings

The Annual General Meeting (AGM) is Nekkar’s supreme governing body. The Board of Directors (“the Board”) is responsible for ensuring that the company is organised, managed, and controlled in an appropriate and satisfactory manner in full compliance with applicable laws and regulations. Corporate Executive Management bears the ultimate responsibility for the company’s strategy, development, and day-to-day work.

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Management & board

Ole Falk Hansen
CEO
Born
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Ole Falk Hansen
CEO
Marianne Voreland Ottosen
Head of Finance
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Marianne Voreland Ottosen
Head of Finance
Mette Harv
Executive Vice President
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Mette Harv
Executive Vice President
Petter Brøvig
Head of Strategy
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Petter Brøvig
Head of Strategy
Rolf-Atle Tomassen
Managing Director, Syncrolift
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Rolf-Atle Tomassen
Managing Director, Syncrolift
Nils Vidar Stray
Managing Director, Techano Oceanlift
Born
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Nils Vidar Stray
Managing Director, Techano Oceanlift
Hans Eirik Onarheim
Managing Director, Globetech
Born
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Hans Eirik Onarheim
Managing Director, Globetech
Jan Erik Kvingedal
CEO, FiiZK
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Jan Erik Kvingedal
CEO, FiiZK
Stig Trydal
CEO, Intellilift
Born
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Stig Trydal
CEO, Intellilift
Born
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Håkon Andre Berg
Chair of the Board
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Marit Solberg
Director of the Board
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Trine Ingebjørg Ulla
Director of the Board
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Bjørn-Erik Dale
Director of the Board
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Lars Carl Fabian Qvist
Director of the Board

Additional information

Corporate governance policy

Nekkar’s main governing document is the company’s Code of Conduct, in addition to the Code of Conduct for Business Partners and the company’s Articles of Association.

Nekkar ASA ("Nekkar") is a publicly listed company that operates globally and has obligations and responsibilities as such.

The Board of Directors (“the Board”) of Nekkar ASA is responsible for ensuring that the company is organised, managed and controlled in an appropriate and satisfactory manner in full compliance with applicable laws and regulations.

Compliance with generally accepted corporate governance guidelines is important because it contributes to:

  • reduced risk
  • enhanced values in the best interests of all stakeholders
  • fair treatment of all stakeholders
  • strengthened confidence and attractivity
  • desired conduct

The Board considers compliance with generally accepted corporate governance guidelines as an important prerequisite for long-term value creation. The company strives to ensure that its internal control mechanisms, organisation and management structures comply with good corporate governance principles

Nekkar ASA (“Nekkar” or the “Company”) seeks to comply with the Norwegian Code of Practice for Corporate Governance (the “Corporate Governance Code”), last revised on 14 October 2021, which is available at the Norwegian Corporate Governance Committee’s website NUES.no.

The principal purpose of the Corporate Governance Code is to ensure (i) that listed companies implement corporate governance that clarifies the respective roles of shareholders, the board of directors and executive management more comprehensively than what is required by legislation and (ii) effective management and control over activities with the aim of securing the greatest possible value creation over time in the best interest of companies, shareholders, employees and other parties concerned.

Corporate Governance Report

Each year, the Board of Nekkar prepares a corporate governance report that details compliance with the Corporate Governance Code, or explains any deviations from the code.

The latest corporate governance report can be found on pages 24-29 of Nekkar’s annual report.

Articles of association

(office translation)

Enterprise no. 932 142 104

§ 1
The name of the company is Nekkar ASA. The company is a public limited company.

§ 2
The company’s registered business office is in Kristiansand.

§ 3
The company’s purpose is to engage in industrial activities related to ship building, oil and gas production and port activities, and any related activities, as well as participation in or acquisition of other businesses.

§ 4
The company’s share capital is NOK 11 745 837 divided on 106 780 334 shares with a nominal value of NOK 0,11, paid up in cash. The company’s shares shall be registered with the Norwegian Central Securities Depository.

§ 5
The company’s Board of Directors shall consist of 3-5 members. Two board members are authorized to sign jointly on behalf of the company. The Board can grant the power of procuration.

§ 6
Shares may be freely transferred or acquired, and one share carries one vote.

§ 7
The annual general meeting shall deal with the following matters:
1. Adoption of the profit and loss account and balance sheet.
2. Application of profits or coverage of losses in accordance with the adopted balance sheet, in addition to the declaration of dividends.
3. Election of the Board of Directors.
4. Other matters that shall be dealt with by the general meeting pursuant to the law and the articles of association.

§ 8
If a document that relates to an issue that the General Meeting shall decide on is made available to the company’s shareholders on the company’s website, then such a document does not have to be physically sent to the shareholders of the company. However, such a document shall be sent to the shareholder free of charge if a shareholder requests it.

§ 9
Registration date.

A shareholder’s right to participate in and vote at the Annual General Meeting may only be exercised if the acquisition is registered in the registry of shareholders at the latest five working days prior to the Annual General Meeting, ref. the Norwegian Public Limited Companies Act, Section 4-2, third paragraph.

§ 10
The Board of Directors may decide that shareholders may participate in the general meetings by electronic means, including a right for shareholders to exercise his or her shareholders rights by electronic means.

§ 11
The company shall have a Nomination Committee consisting of 2-3 members to be elected by the Annual General Meeting for a two-year period. The Nomination Committee shall be independent of the Board of Directors and daily management. The Nomination Committee’s duties are to propose to the Annual General Meeting shareholder-elected candidates for election to the Board of Directors, and to propose remuneration. The Annual General Meeting may adopt procedures for the Nomination Committee.

§ 12
The full Board of Directors shall serve as the audit committee of the company provided that the Board of Directors at all times satisfies the requirements in the Norwegian Public Liability Act section 6-42.

§ 13
Reference is made in other respects to the company laws in effect at all times.

Nomination committee

According to the company’s articles of association Nekkar ASA shall have a Nomination Committee consisting of three members to be elected by the General Meeting for a two-year period. The Nomination Committee shall be independent of the Board of Directors and daily management. The Nomination Committee’s duties are to propose to the General Meeting shareholder-elected candidates for election to the Board of Directors, and to propose remuneration.

The Annual General Meeting may adopt procedures for the Nomination Committee.

Members of the Nomination Committee:

  • Anne Grethe Ellingsen
  • Ditlef de Vibe
Code of conduct

Our ability to create value is dependent on promoting and maintaining the highest ethical standards to create a trust-based relationship with our employees, our owners, our business partners, our communities and other stakeholders.

In our business activities, we will comply with all applicable laws and regulations, act in an ethical, sustainable and socially responsible manner and practice good corporate governance.

If you have questions, or in the event you are concerned about a potential breach of the Code of Conduct, you can report it via our whistleblowing channel

Code of Conduct
Code of Conduct for Business Partners
Investor relations policy

Purpose and scope

Investor relations (IR) activities in Nekkar ASA (the "Company") shall contribute to ensure that the information disclosed to participants in the financial markets provides the best possible basis for a correct valuation of the Company.

The overall target for the IR activities is to ensure that the Company complies with the laws and regulations that are applicable for a company listed on Oslo Stock Exchange. The Company's IR activities shall ensure that all participants in the financial markets have simultaneous access to accurate, clear, relevant and complete information about the Company's performance and market position, in order to give the financial markets a precise picture of the Company's financial position and other factors that may influence value creation in the Company.

The investor relations function

Correct and proper long-term assessment of the Company's shares depends on consistent and credible communication, the creation of well-founded expectations within the financial community - including shareholders, analysts and potential new investors - and consistent fulfilment of any expectations the company has helped to create.

The CEO and CFO is responsible for Nekkar’s IR function.

The IR function shall ensure continuous, precise and transparent communication with the Company's shareholders, investors, analysts and other stakeholders.

Equal information / Contact with investors

The investor community shall be given the opportunity to equal and simultaneous information about the Company. The Company's contact with the investor community should be neutral.

The IR function is responsible for the Company's contact with shareholders and the investor community, except in the matters of elections of board members. This work is led by the nomination committee, and is regulated by the guidelines set forth in separate instructions for the nomination committee.

Investors are free to contact the Company and the IR function will normally be the one who has regular contact with these. The investor relations function should facilitate shareholders' and other stakeholders' opportunity to provide direct input and discuss specific issues, always having due regard to the aim of ensuring equal and simultaneous information to the financial markets.

Financial information and other investor information

The financial reporting shall comply with the framework set out in the Norwegian Securities Trading Act, the Norwegian Accounting Act and Oslo Børs' continuing obligations for issuers of shares. In addition, the Company should comply with relevant recommendations and market practices for financial and other investor information.

The Company shall seek to follow the Norwegian code of practice for corporate governance, including the code's principles of transparency and disclosure of relevant information. This implies that information should be available on the Company's website www.nekkar.com and other relevant places.

The Company shall seek to comply with the latest version of the "Oslo Børs' IR recommendation".

Distribution of investor information

The Company's communication with the financial market participants shall be based on transparency and shall safeguard equal treatment of all participants.

Relevant information about the Company shall be published on the company's corporate website www.nekkar.com and through the distribution channel required by law where appropriate. All information distributed to the Company's shareholders, shall also be made available on www.nekkar.com as well as under the Company's ticker-symbol (“NKR”) on www.newsweb.no.

To the extent the Company chooses to hold a presentation in connection with its quarterly updates and/or interim financial reports, such presentations shall be open to investors, analysts and other stakeholders.

Interim reports must be published as soon as possible and no later than by the last day of the second month after the end of the accounting period in question in accordance with the stock exchange rules. The timing of the quarterly updates and interim financial reports shall be available in the Company's financial calendar at www.nekkar.com.

In addition to quarterly update presentations the Company shall have regular meetings with investors, analysts and journalists. The Company's investor relations function shall be easily accessible. The Company's possibility to provide individual participants, including investors and analysts, information about the Company, will be restricted both by the laws and regulations pertaining to information handling for listed companies and the general requirement for equal treatment.

Contract announcement policy

Nekkar ASA comprises multiple operating companies across different industries and with a different level of company maturity. This means that the nominal value of a single contract and its ability to impact overall company perception will differ across companies, highlighting the need for a case-by-case consideration in many cases.

Syncrolift, Nekkar ASA's largest and most mature operating company, is different from the other operating companies in this regard with its size, maturity, global position and influence on overall Nekkar performance. Nekkar ASA has therefore separated contract announcement thresholds into two brackets as per below: (i) Syncrolift awards, (ii) all other awards.

For Syncrolift contract awards, values above NOK 50 million will be subject to regulatory stock exchange announcements in addition to updates on the Nekkar webpage and in social media. Contract awards with a value above NOK 20 million (but below NOK 50 million) will be reported as non-regulatory press releases, in addition to updates on the Nekkar webpage and in social media. Awards below NOK 20 million will be subject to social media and webpage announcements on a case-by-case basis. 

For contract awards in other operating companies, the differentiated nature and maturity of the companies means a strategic consideration on a case-by-case basis will be a more prudent approach. Contracts with relatively little revenue value may for example still be deemed strategically important. If so, awards of low nominal value may still be published as a non-regulatory press release. 

The URLs for Nekkar ASA webpage and social media postings are:

Webpage: https://nekkar.com/news

LinkedIn: https://www.linkedin.com/company/nekkar-asa/



Forward looking statements / guiding

In compliance with legal and regulatory requirements, the Company may provide information to the investment community with forward-looking statements about the future development of the Company. Such statements may be found in the quarterly presentations and annual reports, and aim to make financial markets better able to evaluate the Company and its future prospects.

The Company shall as a principle rule not publish specific guiding on the Company’s financial results. Any deviation from the principal rule of "guiding" shall always be approved by the Company's board of directors.

Financial calendar

The Company's financial calendar will be published on the company website www.nekkar.com as well as recorded in and published through Oslo Børs News Point (www.newsweb.no), at the latest by the end of each financial year. The financial calendar contains an overview of the planned timetable for the publication of financial results and the annual general meeting for the following financial year.

Silent period

Investor and analyst meetings will, as a main rule, not be held in the four last weeks prior to the publication of quarterly presentations/interim financial reports. In the same period the Company shall furthermore not provide comments to the press or others regarding the Company's results and prospects.

Additional policies