Corporate governance
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Adopted by the Board of Directors on the 29 August 2006 and updated with effect from 25 April 2025.
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1. Introduction
1.1 BACKGROUND
AUSTEVOLL SEAFOOD ASA ("AUSS" or the "Company"), is a holding company and the parent company in AUSS’ group of portfolio companies ("the Group"). It is established and registered in Norway and governed by Norwegian law.
The Company is a public limited company listed on the Oslo Stock Exchange.
The Company is subject to the corporate governance regulations set forth in the Public Limited Companies Act 1997 (asal.), the Securities Trading Act 2007 (vphl.), the Market Abuse Regulation (MAR), the Issuer Rules for Oslo Børs (Issuer Rules) and other applicable legislation and regulations. The regulations are available at www.lovdata.no and at www.euronext.com/nb/ markets/oslo.
The recommendations of the Norwegian Code of Practice for Corporate Governance (NUES) apply to the Company. The recommendations are available at www.NUES.no.
The company is in compliance with the Norwegian Accounting Act Section 2-9 required to disclose its principles and practices regarding corporate governance in the annual report or in a document referenced in the annual report. The disclosure is presented below. The company has adopted guidelines for equality, diversity, and inclusion, which are available on the company's website (https://www.auss.no/media/1454/auss-policy-diversity-v1-22042022.pdf). The guidelines apply to the entire group. The company strongly believes that diversity and inclusion can have a positive impact on the company's operations and value creation. The purpose of the guidelines is to ensure that diversity and value creation are integrated into all aspects of the business. The guidelines establish clear lines of responsibility and rules for implementation and reporting. The group has observed an increase in the number of female employees in parts of the company's operations that have traditionally been male-dominated. Additionally, the group employs individuals from various countries, contributing to diversity.
1.2 THE PURPOSE OF THE CORPORATE GOVERNANCE PRINCIPLES
The Company's principles for corporate governance contains measures which have been and will be implemented to secure efficient management and control of the activities of the Company. The main objective is to establish and maintain systems for communication, surveillance and incentives which will increase and maximize the financial results of the Company, its long term soundness and overall success, and investment return for its shareholders. The development and improvement of the Company’s Corporate Governance is a continuous and important process, on which the Board of Directors and the Executive Management keep a keen focus.
1.3 MANAGEMENT OF THE COMPANY
Management of and control over the Company is divided between the shareholders, represented through the general meeting of the shareholders, the Board of Directors and the Managing Director (CEO) in accordance with applicable legislation.
The Company has an external and independent auditor.
1.4 IMPLEMENTATION AND REPORTING ON CORPORATE GOVERNANCE
The Board of Directors must ensure that the Company implements sound corporate governance.
The Board of Directors must provide a report on the Company’s corporate governance in the directors’ report or in a document that is referred to in the directors’ report. The report on the Company’s corporate governance must cover every section of the Code of Practice.
If the Company does not fully comply with the Code of Practice, the Company must provide an explanation of the reason for the deviation and what solution it has selected.
The Group has drawn up a separate policy for Corporate Governance which is disclosed in the directors’ report cf. the Norwegian Accounting Act Section 2-9. Any deviations from the Code of Practice are included in this corporate governance statement.
Deviation from the Code of Practice: None
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