Corporate Governance Principles
Corporate Governance Principles
Corporate governance defines a framework of rules and procedures by which Ocean Yield AS (“Ocean Yield” or the “Company”) governs and controls its business. Good corporate governance is about establishing a sound platform for such a framework and applying the Company’s values in order to create value for Ocean Yield’s stakeholders. Ocean Yield is of the view that good corporate governance is a prerequisite for value creation, promoting the long-term interests of stakeholders, strengthening the Company's board of directors (the "Board of Directors") and management’s accountability and help to build public trust in the Company. The corporate governance principles are important to Ocean Yield and shall be incorporated in the Company’s culture, by its employees and Board of Directors. Ocean Yield's corporate governance policy is in accordance with the Norwegian Accounting Act §3-3 letter b.
Ocean Yield’s corporate governance policy was first adopted by the Board of Directors on 15 March 2013.
1 Implementation and reporting on corporate governance
Ocean Yield’s corporate governance principles are determined by the Board of Directors and are set forth in the Company’s management documents. The purpose of Ocean Yield’s corporate governance policy is to ensure an appropriate separation of roles and responsibilities among the Company’s owners, its Board of Directors, and its management and to make certain that the Company’s business activities are subject to satisfactory control. An appropriate separation of roles and satisfactory control should contribute to the greatest possible value creation over time, to the benefit of owners and other stakeholders.
2 Risk management and internal control
The Board of Directors of Ocean Yield considers good corporate governance as an inevitable and necessary condition for internal and external credibility and trust, as well as a foundation for creating value in the Group. The Board is to ensure that the Company maintains effective in-house control practices and appropriate risk management systems tailored to the Company’s business activities. Ocean Yield’s corporate values and ethical guidelines, and corporate governance principles are also subject to such evaluation. The Board of Directors evaluate the main risk areas of the Company and internal controls at least once per year. The Company’s ethical guidelines and corporate social responsibility policy are an integral part of the Company’s business strategy.
2.1 Risk Management
The Board of Directors conducts a continuous review of the Company‘s risk exposure and internal controls. Operational, financial, regulatory and strategic risks are considered. The purpose of the assessment is to increase the Company’s awareness of its operational environment, and to ensure compliance with external as well as internal rules and regulations. Based on the results from the risk assessment, the Board of Directors, in cooperation with corporate management, agrees on action plans to ensure that the identified risks are handled in an optimal and transparent manner. The status on actions is followed up in board meetings.
2.2 Financial reporting
The Board of Directors‘s control and supervision of the Company‘s operating and financial activities is represented through monthly and quarterly reports provided by the administration. The administration‘s reporting to the Board is based on a thorough management review of the business.
The financial and operational reporting for the group as a whole and the companies individually, is prepared by the management in Ocean Yield. The Company ensures that the reporting is in accordance with applicable accounting standards and legislation. To ensure the quality of the financial numbers reported from the subsidiaries and in the consolidated figures, the accounting department in cooperation with corporate management perform checks, review of significant valuation items and more detailed reconciliation controls in connection with the quarterly reporting. Employees within the accounting department attend training courses and seminars to maintain and further develop the Company‘s available expertise in financial reporting.
3 Board of directors
Section 4 of Ocean Yield's articles of association stipulate that the Board of Directors shall consist of minimum two and maximum seven persons. As of March 2022, the Board of Directors consists of Vincent Olivier Policard (Chair) and Bernardo Nogueira (Board member).
Ocean Yield's articles of association section 6 states that Ocean Yield's ordinary general meeting shall consider and decide matters which by law belong to the general meeting, which includes the election of board members, cf. the Norwegian Private Liability Companies Act Section 6-3.
4 Board authorizations
In the event that a Board authorization is proposed for a capital increase, acquisition of treasury shares or similar, or for multiple purposes, each authorisation should be treated as a separate issue and subject to vote by the general meeting. Board authorizations are valid for such periods as the shareholders’ meeting decides. Current board authorisation to increase share capital is discussed in Note 19 of the 2021 Annual Report.