It is of the utmost importance to the Board and management of Nickel Mountain that the investors and other stakeholders have a high level of confidence for the corporate governance. Open communication, internal control and equal treatment of all shareholders are important parameters in the company’s quest for confidence. For this purpose Nickel Mountain has formulated the following guidelines for its corporate governance.
The Nickel Mountain long-term objective is to become a successful exploration and mining company, known also for our sustainable development commitment.
We will reach our goals by:
- Focusing on nickel in Scandinavia
- Cooperating and/or joining forces with leading mining and exploration companies to add financing and expertise; Working closely with local communities.
The following ethical guidelines shall be practiced in the Company, and apply for all employees of the Company. Complete version of the Company’s implemented Code of Conduct.
- Personal conduct: All employees and representatives of the Company shall behave with respect and integrity towards business relations and partners, customers and colleagues. The management of the Company has a particular responsibility to promote openness, loyalty and respect.
- Conflict of Interests: The Company’s employees and representatives shall avoid situations wherein a conflict between their own personal and/or financial interests and the Company’s interests may occur and, where such conflicts are unavoidable, shall inform senior management and/or the board of such conflicts so that they can be properly managed.
- Confidential Information: Employees and representatives of the Company possessing confidential information in relation to the Company, shall conduct themselves and safeguard such information with great care and loyalty, and comply with any and all signed confidentiality statements and agreements.
- Influence: The Company’s employees and representatives shall neither directly nor indirectly offer, promise, request, demand or accept illegal or unjust gifts of money or any other remuneration in order to achieve a benefit.
- Competition: The Company shall support fair and open competition. The Company’s employees or representatives shall never take part in any activities that may constitute a breach of legislation relating to competition.
Equity and dividend
The Board aims to maintain an equity ratio in the Company satisfactory in light of the company’s goals, strategy and risk profile.
It is the objective of the Company to in the longer term generate returns to the shareholders in the form of dividends and capital appreciation, which are at least on the same level as other investment possibilities with comparable risk.
The Company has only one class of shares and there are no voting restrictions. In case of rights issues, all shareholders hold equal right to subscribe for shares.
Transactions with related parties
Transactions with related parties shall be at arm’s length and at fair value which, in the absence of any other pertinent factors shall be at market value. The Company’s financial statements shall provide further information about transactions with related parties.
Freely transferable shares
There are no limitations of trading and voting rights in the Company. Each share gives the right to one vote at the Company’s Annual General Meeting of shareholders.
Annual General Meeting
The Company summons the shareholders to an Annual General Meeting as soon as possible and no later than 4 weeks prior to the meeting. Transmitted with the summons are documents in sufficient detail for the shareholders to take a position on all the cases to be considered.
The cut-off for confirmation of attendance is set as short as practically possible, and the Board will arrange matters so that the shareholders who are unable to attend in person will be able to vote by proxy.
The Board of directors of Nickel Mountain will, to the extent it is possible, make sure that the members of the Board of Directors and nomination committee are present at the General Meeting.
The nomination committee shall act under the corporate governance of the NMG organization. The nomination committee is focused on evaluating the board of directors and on examining the skills and characteristics that are needed among the board candidates.
The nomination committee shall identify suitable candidates for various director positions. Other responsibilities may include reviewing and changing corporate governance policies. The committee can, but is not forced to, be comprised of the chairman of the board and representatives of the two largest shareholders in the Company. If other more suitable structure on behalf of the shareholders can be identified the committee can be composed of others than above stated.
The Board of Directors – Composition and independence
In appointing members to the Board, it is emphasised that the Board has the requisite competency to independently evaluate the cases presented by the Management a well as the Company’s operations. It is also considered important that the Board can function well as a body of colleagues.
At least two of the Board members elected by shareholders are independent of the company’s main shareholder(s).
At least half of the Board members elected by the shareholders are independent of the Company’s day-to-day management and its main business relations. The following criteria are applied in order to ensure this:
- The Board members shall only receive remuneration and board member fees in relation to the appointment as a board member or member of subcommittees.
- The Board members shall not have performance based director’s fee.
- The Board members shall not be employed in the Company.
- The Board members shall not be closely associated with other board members or the CEO.
- The Board members shall not have close family ties with the CEO.
- The Board members shall not have, nor represent significant commercial interests in the Company.
Board of directors’ responsibility
The Board shall prepare an annual plan for its work with special emphasis on goals, strategy and implementation.
The Board shall ensure that the Company has good management with clear internal distribution of responsibilities and duties.
The Board is responsible for ensuring that the Company is operated in accordance with the Company’s values and ethical guidelines.
Compensation to the Board
Remuneration to Board members shall be reasonable and based on the Board’s responsibilities, work, time invested and the complexity of the enterprise. The compensation shall be a fixed annual amount. The Chairman of the Board can receive a higher compensation than the other Board members. Work in subcommittees will not be compensated in addition to the remuneration received for Board membership.
The Company’s financial statements shall provide further information about the Board’s compensation.
Compensation to employed management
The Board decides the salary and other compensation of the CEO, having reference to market norms and performance of the individual.
Any performance related remuneration to the management of the Group shall be formulated in a manner that is not, to any extent, in conflict with the long term interest of the shareholders. Such performance based remuneration shall be based on the principle that members of the management shall only be entitled to an increase in their performance based remuneration if the shareholders benefits from a long term sustainable value increase of their shareholdings.
The Company’s financial statements provide further information about salary and other compensation to the CEO.
Information and communication
The Board of Directors and the Management of the Company assign considerable importance to giving the shareholders and the financial market in general timely, relevant and current information about the Company and its activities. All communication shall be carried out while maintaining sound commercial judgement in respect of any information which, if revealed to competitors, could adversely influence the value of the Company’s assets and in accordance with the Stock Market Regulations and the information requirements outlined therein.
Sensitive information will be handled internally in a manner that minimizes the risk of leaks. All contracts to which the Company becomes a party shall contain confidentiality clauses.
The Company has clear routines for who is allowed to speak on behalf of the company on different subjects, and who shall be responsible for submitting information to the Oslo Stock Exchange.
Each year the shareholders shall receive a financial calendar with dates of important events such as Annual General Meeting, publishing of financial reports throughout the year etc. Information to shareholders, investor relations and the market shall be available on the Company’s web site.
The Company shall conduct open presentations of financial reports at least twice each year. Information to the shareholders is available in English.
The Board must be aware of matters of special importance to the shareholders. The Board must therefore ensure that the shareholders are given the opportunity to make known their points of view at and outside the shareholders’ Annual General Meeting. Continuous publishing of information from the Company shall aid shareholders and other investors in arriving at well reasoned conclusions regarding purchase and sale of shares, and in this manner contribute to correct pricing of the shares. Significant value generators and risk factors will be described.
The Board shall not without specific reasons attempt to hinder or exacerbate anyone’s attempt to submit a takeover bid for the Company’s activities or shares.
In situations of takeover or restructuring, it is the Board’s particular responsibility to ascertain that all shareholders’ values and interests are protected.
Risk Management and Internal Controls
The Company is committed to the identification, monitoring and management of risks associated with its business activities. Management is ultimately responsible to the Board for the Company’s system of internal controls and risk management. The Company’s risk management policies and procedures cover regulatory, legal, property, treasury, financial reporting and internal controls. A clear organizational structure exists that shows lines of authority and control responsibilities. Each business unit is responsible and accountable for implementing procedures and controls to manage risks within its business.
At present the operations within each subsidiary respectively are financed by loans from the parent company (holding company of the Group). The management of the Parent Company can easily monitor the cash outflow from the subsidiaries as they apply for funding from the Parent Company on a two week basis. The Group is working in accordance with a budget accepted by each entity within the Group and the Parent Company transfers cash according to what’s required in the budget. A higher cash outflow is easily noticed and followed up. The deviation has to be carefully explained and motivated before additional loans will be granted.
Company management has established within its management and reporting systems a number of risk management controls. These include:
- Annual budgeting and periodic reporting systems for all businesses which enable the monitoring of progress against financial and operational performance targets and metrics and evaluation of trends;
- Guidelines and limits for approval of capital expenditures and investments.
Certain risks cannot be mitigated to an acceptable level by internal controls. Such risks are transferred to third parties in the international insurance markets to the extent considered appropriate.
Each year the auditor shall present to the Board a written confirmation that the auditor satisfies established requirements as independence and objectivity.
The auditor shall be present at Board meetings where the annual accounts are on the agenda if the Board considers it to be of use. Whenever necessary, the Board shall meet with the auditor to review his view on the Company’s accounting principles, risk areas, internal control routines etc.
The Board has established as a guideline that the auditor may only be used as a financial advisor to the Company provided that such use of the auditor does not have the ability to affect or question the auditor’s independence and objectiveness as auditor of the Company. Only the Company’s CEO and/or CFO shall have the authority to enter into agreements in respect of such counselling assignments.
In an ordinary shareholders’ Annual General Meeting the Board shall present a review of the auditor’s compensation as paid for auditory work required by law and remuneration associated with other concrete assignments.
In connection with the auditor’s presentation to the Board of his annual work plan, the Board should specifically consider if the auditor to a satisfactory degree also carries out a control function.
The Board shall arrange for the auditor to attend all Annual General Meetings.