Page 91 - Mantena Annual Report 2021

SECTION 4 EQUAL TREATMENT AND DIVIDENDS
Equal treatment of shareholders
Mantena AS is 100 per cent owned by the Norwegian State through the Ministry of Trade, Industry and Fisheries. The recommendations for equal treatment of shareholders are therefore not considered relevant to Mantena.
Transactions with close associates
Mantena has transactions with companies or bodies that are closely associated with the company’s owner, the Norwegian State. Among others, Vygruppen AS and Flytoget AS are major customers for Mantena, and Bane NOR is another key customer and supplier to Mantena. The agreements with these companies are considered to be on normal business terms. There are no significant transactions with their directors, senior executives or close associates.
Deviations from the Code: None
SECTION 5 SHARES AND NEGOTIABILITY
The company’s articles of association do not contain any provisions limiting the negotiability of its shares.
Mantena AS is 100 per cent owned by the Norwegian State through the Ministry of Trade, Industry and Fisheries. Shares in Mantena are not traded on or outside the public marketplaces.
Deviation from the Code: None
SECTION 6 GENERAL MEETINGS
The general meeting is the company’s supreme authority. The State as owner exercises its ownership influence at the company’s general meeting.
Notice
The annual general meeting is held every year before the end of June. Notice of the general meeting is sent out no later than 14 days before the general meeting. The Board of Directors is responsible for giving notice of the general meeting.
Because Mantena is 100 per cent owned by the State, through the Ministry of Trade, Industry and Fisheries, the NUES Code
of Practice relating to the publication of notices and briefing documents on the company’s website is not considered relevant.
Participation
Along with representatives from the Ministry of Trade, Industry and Fisheries, the general meeting is attended by the Chairman of the Board and the Managing Director/CEO. Mantena’s external auditor also attends.
The Auditor General of Norway is notified of the general meeting and has the right to be present. The company does not require all of the directors to be present at the general meeting, but the whole of the Board including employee representatives are invited and have the opportunity to attend.
Conduct of the meeting
The general meeting is opened by the Chairman of the Board. The general meeting elects a chairperson for the meeting.
Minutes of the general meeting are made available on the company’s website.
Deviation from the Code: Because of the type of ownership, several of the sections in the NUES Code of Practice are not considered relevant to this point. Nor is there any requirement has been made for all Board members to be present at the general meeting.
SECTION 7 NOMINATION COMMITTEE
The State as sole owner has the right to elect the shareholder- elected board members. The company therefore does not have a nomination committee.
Deviation from the Code: The company does not have a nomination committee.
SECTION 8 BOARD OF DIRECTORS – COMPOSITION AND INDEPENDENCE
The State as owner is not represented in Mantena’s governing bodies. One of the most important tasks for the State as owner is therefore to ensure that the company has a competent board of directors with the right expertise, which is also able to handle the strategic challenges facing the company at all times.
As of 31.12.2021, Mantena has a total of eight Board members, of whom five are chosen by the shareholders and three by employees. The Ministry of Trade, Industry and Fisheries chooses the shareholder-elected Board members. Board members are normally elected for two years. Elections for employee representatives are held every 2 years.
The employees have three representatives on the Board. Five deputies to these representatives have also been elected. In response to recent demands from the trade unions, employee representatives have been elected by proportional representation, where lists are voted on instead of individual candidates.
The Board members elected by the employees become
full directors with the same rights and responsibilities as
the shareholder-elected Board members. The employee representatives represent all employees of the company and are elected for two years.
Senior executives are not members of the Board of Directors. All members of the Board are independent of senior executives and significant business associates. The recommendation that two directors should be independent of the main shareholder is not considered relevant.
The company’s annual report states the number of board meetings held during the financial year and the competence of the board members.
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