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Policy on shareholder management and company leadership
Tandberg Storage ASA (TST) emphasizes maintaining good relations with society in general and in particular with those whose interests are affected by TST's activities.
As part of this the company focuses on retaining the trust of investors in the stock market. This is achieved by managing and leading the enterprise in a way which inspires confidence, as well as by establishing and following company guidelines which uphold this aim.
Investors and others should be able to count on the enterprise being managed in a responsible way, and on the various board-related entities exercising sufficient independence to be able to carry out their tasks in a way which benefits all those concerned.
TST emphasizes the importance of all shareholders being treated equally. The company has only one class of shares, and all shares carry equal voting rights. Shares in TST are freely transferable.
Corporate Governance
Tandberg Storage ASA (TST) is compliant with the Norwegian Code of Practice for corporate governance, issued by the Norwegian Corporate Governance Board, with the exception of item 8; “Corporate assembly and board of directors: composition and independence”.
1. Implementation and reporting on corporate governance
The board works to ensure that the company implements sound corporate governance, by adhering to the principle of “comply or explain” to the various sections of the Code, and it accounts for this in the company's Annual Report.
2. Business
The company's business is to develop, produce, market and sell high tech. solutions for reading, writing and storage of electronic data.
3. Equity and dividends
It is company policy not to pay dividends, but to strengthen equity through retained profit. To the extent the board has given proxies for share increases, these will be limited to specific purposes and will also be limited in time.
4. Equal treatment of shareholders and transactions with close associates
The company has only one class of shares. The company has no treasury shares, and has not engaged in any transactions in its own shares.
5. Freely negotiable shares
The TST share is freely negotiable and traded on Oslo Børs. There are no stipulations in the articles of association to limit their negotiability.
6. General meetings
The board takes steps to ensure that as many shareholders as possible may exercise their rights by participating in general meetings of the company, and that general meetings are an effective forum for the view of shareholders and the board. These steps include:
a. Sending shareholders the supporting information on the resolutions to be considered at the general meeting, including the recommendations of the nominating committee, no later than two weeks prior to the date of the general meeting.
b. Setting any deadline for shareholders to give notice of their intention to attend the meeting as close to the date of the meeting as possible.
c. Ensuring that shareholders who cannot attend the meeting in person can vote by proxy.
d. Ensuring that the members of the board of directors and the nomination committee and the auditor are present at the general meeting.
e. Making arrangements to ensure an independent chairman for the general meeting.
7. Nomination committee
The company has a nomination committee, elected by the general meeting. The members of the nomination committee have no other tasks in the company.
8 Corporate assembly and board of directors: composition and independence.
The company has four shareholder elected members. The chairman and one member represent Tandberg Data ASA (TAD) who controls 33.5% of the company shares. TAD is also TST´s only costumer, in as much as TAD owns the sales channels TST uses. All products sold to OEM´s are sold through TAD. The third and fourth shareholder elected members do not represent individual shareholders or groups of shareholders. The board of directors does not include representatives of the company's executive management. The term of office for the board members are two years at a time.
9. The work of the board of directors
The board determines an annual plan for its work, with particular emphasis on objectives, strategy and implementation. The board has issued instructions for its own work. The board evaluates its performance and expertise annually.
10. Remuneration of the board of directors
The chairman and other board members receives a fixed annual remuneration for their work.
The size of the remuneration is approved by the general meeting. The board members do not
take on any other specific tasks for the company.
11. Remuneration of the executive management
The board approves the remuneration package for the Managing Director, and approves guidelines for remuneration of the executive management. Share option schemes and arrangements to award shares to employees are approved in advance by the general meeting.
12. Information and communications
The company publishes an annual plan showing dates for the general meeting, quarterly, half year and annual accounts presentations. All these presentations are held publicly open, with real time transmittance over webcast. All of these presentations are also posted on the company's web page as they incur.
13. Take-overs
The board of directors does not seek to hinder or obstruct take-over bids for the company's activities and shares.
14. Auditor
The auditor submits the main features of the plan for the audit of the company to the board of directors annually and participates in the board meeting that deals with the annual accounts.
The company does not engage the auditor other than for audit and tax- related assistance.
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