Page 90 - Mantena Annual Report 2021

STATEMENT ON CORPORATE GOVERNANCE
Mantena AS, which is 100 per cent owned by the State (Ministry of Trade, Industry and Fisheries), follows the current Norwegian Code of Practice for Corporate Governance from NUES within the limits and restrictions set by its legal form and ownership.
This statement on corporate governance has been issued by
the Board of Directors of Mantena. The statement contains an overall account of compliance with the NUES Code of Practice. Compliance is based on a “follow or explain” principle in accordance with the 15 sections in the Code of Practice as set out below.
SECTION 1 REPORTING ON CORPORATE GOVERNANCE
According to the national principles for good corporate governance (cf. Storting White Paper No 8 (2019-2020), The State’s direct ownership of companies – Sustainable value creation), there must be transparency regarding the exercise of State ownership and the activities of state-owned companies. As owner, the State manages large assets on behalf of the community. Transparency has an bearing on trust in State ownership and also addresses democratic considerations by giving the public access to information. The responsibility for transparency falls on both the State as owner and on the companies, and the State as owner expects that companies with a State ownership interest will be open about important matters related to the company so that shareholders and other stakeholders can continuously assess the companies’ activities, results, development and target attainment.
Mantena’s principles for corporate governance essentially match those in the Norwegian Code of Practice for Corporate Governance of 14 October 2021. Deviations from the Code of Practice are discussed under each section.
Deviation from the Code: None
SECTION 2 BUSINESS
Mantena’s purpose as stated in its articles of association is to provide “maintenance and workshop services to transport companies in the Nordic countries and similar activities”.
Mantena has defined three fundamental values that characterise the company. Mantena’s values are trust, efficiency and innovation. Together with Mantena’s business idea and vision, these values are intended to underpin goals and strategies and are used throughout the company.
In the course of their work, employees in Mantena have contact with customers, suppliers and colleagues. To maintain a uniform and professional impression, a code of conduct has been
drawn up which supports a sustainable business. This applies
to all employees. The Code of Conduct, including guidelines for procurement, the company’s safety and environmental policy,
and the policy for an open corporate culture (guidelines on whistleblowing) have been approved by the Board and made available in the company’s management system via the company’s intranet pages.
Mantena has established guidelines for the company’s work
on corporate social responsibility in accordance with Storting White Paper No 8 (2019-2020), “The State’s direct ownership of companies – Sustainable value creation”. The guidelines describe how the company works in the areas of human rights, workers’ rights, the environment/climate and in efforts against corruption.
Deviation from the recommendation: None
SECTION 3 EQUITY AND DIVIDENDS
As of 31.12.2021, Mantena AS has share capital of NOK 110,000,000.00 divided into 100,000 shares with a face value of NOK 1,100 each. All shares are owned by the State, through the Ministry of Trade, Industry and Fisheries.
In Storting White Paper No 8 (2019–2020), “The State’s direct ownership of companies — Sustainable value creation”, the State has defined Mantena as a category 2 company.
The Group’s equity at 31.12.2021 was MNOK 204, giving an equity ratio of 17.0 per cent. The company focuses at all times on ensuring that the equity is commensurate with the company’s objectives, strategy and risk profile. The Board of Directors monitors the company’s equity and liquidity situation at all time. In the opinion of the Board, the company’s equity is sufficient to realise the current strategies and objectives.
Mantena is 100 per cent owned by the State through the Ministry of Trade, Industry and Fisheries. The State as shareholder defines the level of dividends in its wholly-owned companies. Under Section 20-4 of the Norwegian Limited Liability Companies Act, in companies where the State owns all of the shares, the owner is not bound by the Board’s proposal to the general meeting on the distribution of dividends.
No authorisations have been granted to the Board of Directors to increase the share capital. There is no option programme for employees of the company. Mantena does not have any treasury shares as at 31.12.2021. The general meeting has not authorised the acquisition of own shares.
Deviation from the Code: None
1 Category 2 covers the companies where the State aims to realise the highest possible return over time, and where the State has special reasons for its ownership. State ownership of each company is safeguarded takes the form of the State owning a specific share in the company, generally laid down in provisions in the articles of association.
Source: Storting White Paper 8 (2019–2020) State direct ownership of companies — Sustainable value creation
90 Annual Report 2021