About Corporate Governance

SalMar ASA aims to maintain a high standard of corporate governance. Good corporate governance strengthens public confidence in the company and contributes to long-term value creation by regulating the reciprocal roles and responsibilities of shareholders, the board of direc¬tors and the company’s management, over and above that which is stipulated in legislation and other statutory instruments.

Corporate governance at SalMar shall be based on the following main principles:

  • SalMar shall maintain open, relevant and reliable communications with the outside world.
  • SalMar’s board of directors shall be autonomous and independent of company management.
  • SalMar shall have a clear allocation of roles and responsibilities between shareholders, the board and management.
  • All shareholders shall be treated equally.

1. CORPORATE GOVERNANCE

Compliance and regulations
SalMar’s board of directors has overall responsibility for ensuring that the company has adequate corporate governance. The company’s board and management perform a thorough annual assessment of its principles for corporate governance.

SalMar is a Norwegian public limited company listed on the Oslo Stock Exchange. The company is subject to Section 3-3b of the Norwegian Accounting Act as well as the Oslo Stock Exchange’s requirements for an annual statement of its principles and practices with respect to corporate governance. The Norwegian Corporate Governance Board (NUES) has drawn up a Norwegian Code of Practice for Corporate Governance (the “code of practice”). SalMar complies with the current code of practice, published 30 October 2014. The code of practice may be found at www.nues.no.

Application of the code of practice is based on the ‘comply or explain’ principle. In other words, companies must comply with the individual provisions of the code or explain why they have not done so.

The company issues a comprehensive annual statement of its principles for corporate governance in its annual report, and this information is available from www.salmar.no. The statement describes how SalMar has conducted itself with respect to the code of practice in 2015.

SalMar deviated from the code of practice with respect to one chapter in 2015:

  • Senior executives on the board (Chapter 8).

Corporate values, code of conduct and social responsibility
SalMar’s core values are based on such principles as equality, quality, care for the environment, focus on work tasks and continuous improvement. The core values are well embedded in the day-to-day operation of the business. Through the SalMar School and day-to-day exposure to SalMar’s corporate and performance culture, all employees are given encouragement and opportunities for development. The SalMar School was set up in 2002 and has been further developed each year since then. The SalMar School has been important for the Group’s strong corporate culture. For more information on the SalMar culture, please see the annual report and the company’s website www.salmar.no.

SalMar has drawn up a code of conduct and social responsibility, whose purpose is to safeguard and develop the company’s values, create a healthy corporate culture and uphold the company’s integrity. The code of conduct is also meant to be a tool for self-assessment and for the further development of the company’s identity. All employees of the company are bound to comply with the ethical guidelines laid down in the code of conduct. The reporting of any wrongdoing or other causes for concern is covered by specific procedures, which also allow employees to report anonymously through an external channel. The code of conduct is available from the company’s website www.salmar.no.

SalMar has a presence in many local communities. The Group is therefore extremely aware of the diverse nature of its social responsibilities: as an employer, an industrial processor, a producer of healthy food, as a custodian of financial and intellectual capital, and – not least- as a user of the natural environment. Increased biological control is one of the company’s most important focus areas, and is a material prerequisite for long-term success. The company is, among other things, working actively to safeguard fish welfare and prevent salmon from escaping.

One of the company’s most important tenets is ‘We care’. This permeates the SalMar culture, and ensures a high degree of awareness among employees, both internally and externally, in the areas in which the company operates.

Deviations from the code of practice: None

2. THE BUSINESS
SalMar is one of the world’s largest producers of farmed salmon, and owns 100 licences for marine production of Atlantic salmon in Norway. In addition, SalMar owns 50 per cent of Norskott Havbruk AS, which in turn owns 100 per cent of Scottish Sea Farms Ltd, the UK’s second largest producer of salmon, with a capacity of 30,000 tonnes of harvested fish. The company has a substantial secondary processing business, which is co-located with its headquarters in Frøya.

SalMar ASA’s objectives are defined in Article 2 of its articles of association:

“The objective of the company is fish farming, the processing and trading of all types of fish and shellfish, and other financial activities related thereto. The company may, in accordance with directives from the rele¬vant authorities, undertake general investment activities, including participation in other companies with similar or related objectives.”

SalMar’s board of directors has drawn up clear objectives and strategies for the Group. Each business area has developed its own goals in line with these, and strategic priorities have been defined. Within the framework of the above article, SalMar is currently engaged in broodfish and smolt production, marine-phase farming, har-vesting, processing and sale of farmed salmon and white fish.

The company’s objectives and main strategies are further discussed in the annual report and can be found on the company’s website www.salmar.no.

Deviations from the code of practice: None

3. EQUITY AND DIVIDEND

Equity
As at 31 December 2015, the company’s equity totalled NOK 5,227 million, which corresponds to an equity ratio of 47.8 per cent. The board considers SalMar’s equity to be adequate in relation to the company’s objectives, strategy and risk profile.

Dividend policy
SalMar intends to provide shareholders with a competitive return on invested capital, taking into consideration the company’s risk profile. Returns will be achieved through a combination of positive share price development and the payment of a divi¬dend. The company plans to pay out surplus liquidity (funds not necessary for the company’s day-to-day operations) in the form of a dividend or by means of a capital reduction with distribution to the shareholders. The company will at all times consider whether the available liquidity should be used for new investments or the repayment of debt instead of being paid out as dividend. Provided the Annual General Meeting approves, the aim is to make annual payments of dividend. The company will also consider the buyback of treasury shares within the authorisation limits granted to the board by the AGM.

Based on the year-end financial results for 2015, the board has proposed payment of a dividend amounting to NOK 10 per share. In terms of its financial performance, 2015 was a satisfactory year for SalMar. The board considers SalMar’s financial position to be extremely sound, and the company’s financial capacity for further growth is deemed to be strong.

Board authorisations
Authorisations granted to the board are normally time limited, and are valid only up until the next AGM.

The AGM of 2 June 2015 granted the board two authorisations, one to increase the company’s share capital and one to buy back its own (treasury) shares. Both authorisations were extensions of authorisations granted by the AGM in 2014, and, in line with the Norwegian code of practice, they were considered separately.

The first authorisation allowed the board to increase the company’s share capital by up to NOK 2,829,667.5 million, through the issue of up to 11,318,670 shares to finance investments and the acquisition of businesses through cash issues and contributions in kind.

The second authorisation allowed the board acquire treasury shares up to a maximum of 10 per cent of applicable share capital: in other words, up to 10,029,999 treasury shares, with a total face value of NOK 2,507,499.75. The authorisation could be used to purchase company shares in connection with the share-based incentive scheme for senior management and as a means of returning value to existing shareholders.

It follows from the purpose of both authorisations that the board may need to waive existing shareholders’ preference rights, which is permitted under the terms of the authorisations concerned.

Both board authorisations are valid up until the next AGM, which will be held on 7 June 2016.

Deviations from the code of practice: None

4. NON-DISCRIMINATION OF SHAREHOLDERS AND TRANSACTIONS WITH CLOSELY RELATED PARTIES
SalMar has only one class of shares and all shares have equal rights. Each share has a face value of NOK 0.25 and carries one vote.

As at 31 December 2015 SalMar ASA owned 1.18 million treasury shares, which accounts for 1.04 per cent of the company’s registered share capital. Transactions involving treasury shares are undertaken on the stock exchange or otherwise at the listed price.

In the event of material transactions with related parties, the company shall make use of valuations provided by an inde¬pendent third party.

In the event of capital increases based on an authorisation issued by a general meeting of shareholders, where the existing shareholders’ rights will be waived, the reason for this will be provided in a public announcement in connection with the capital increase.

SalMar’s code of conduct sets out what is required of employees with respect to loyalty, conflicts of interest, confidentiality and guidelines for trading in the company’s shares. The code of conduct states that all employees must notify the board if they, directly or indirectly, have a material interest in any agreement entered into by the company. Board members also have a duty to comply with the company’s code of conduct.

The regulations governing the board’s working practices provide guidelines for how individual directors and the CEO should conduct themselves with respect to matters in which they may have a per¬sonal interest. Among them is the stipulation that each director must make a conscious assessment of his/her own impartiality, and inform the board of any possible conflict of interest.

Any transactions with related parties are discussed in Note 29 to the 2015 financial statements.

Deviations from the code of practice: None

5. FREE TRANSFERABILITY
The company’s shares are freely transferable on the Oslo Stock Exchange, and its articles of association do not contain any restric¬tions on the shares’ transferability. Nor are there any restrictions on the buying and selling of shares by board members and members of company management, as long as the regulations governing insider trading are complied with.

Deviations from the code of practice: None

6. GENERAL MEETING OF SHAREHOLDERS
The company’s highest decision-making body is the General Meet¬ing of Shareholders.

General meetings of shareholders are open for participation by all shareholders. Pursuant to Article 7 of the company’s articles of association, the Annual General Meeting must be held by the end of June each year in Oslo, Trondheim or Kverva in the municipality of Frøya.

The 2016 AGM will be held on 7 June at the company’s head office in Frøya.

An invitation to attend the AGM or an EGM will be issued no later than 21 days prior to the date of the meeting.

In accordance with the company’s articles of association, documents relating to matters to be addressed at a general meeting of shareholders may be made available on SalMar ASA’s website. The same applies to documents which by law must be included in or attached to the invitation to attend the general meeting. If the documents are made available in this way, the statutory requirement with respect to distribution to shareholders is not applicable. A shareholder may nevertheless ask to be sent documents relating to matters to be discussed at a general meeting by post. Case documents must contain all the documentation necessary to enable shareholders to take a standpoint on all matters to be addressed.

The deadline for notification of shareholders’ intention to attend a general meeting is stipulated by the board of directors in the invitation thereto, no less than five days prior to the date of the meeting. Shareholders may send notification of their attendance, using the form provided, by post or email to the company’s account manager Nordea Bank Norge AS, or via the company’s website www.salmar.no.

Shareholders are entitled to make proposals and cast their votes either in person or through a proxy, including a proxy appointed by the company. The proxy form also enables shareholders to grant a proxy vote for each individual agenda item.

The board determines the agenda for its own meetings, and the main issues to be dealt with by the AGM are regulated by Article 9 of the company’s articles of association.

The board of directors, Nomination Committee and the company’s auditor will be represented at the AGM, which will normally be chaired by the Board Chair. In the event of any disagreement on individual agenda items where the Board Chair belongs to one of the factions, or for some other reason is not deemed to be impartial, a different person will be selected to chair the meeting in order to ensure independence with respect to the matters concerned.

The company will publish the minutes of general meetings of shareholders in accordance with stock exchange regulations.

Deviations from the code of practice: None

7. NOMINATION COMMITTEE
Article 8 of the company’s articles of association stipulates that the Nomination Committee shall comprise a total of three people, who shall be shareholders or sharehold¬ers’ representatives. The Nomination Committee’s composition shall be such that the interests of shareholders as a community shall be upheld, and the majority of committee members shall be independent of management and the board. The members of the Nomina¬tion Committee, including its chair, are elected by the AGM for a term of two years. Members may be re-elected. To ensure continuity, members’ terms of office shall not coincide. The remuneration payable to members of the Nomination Committee is determined by the AGM. A set of regulations governing the work of the Nomination Committee was adopted at the board meeting of 21 March 2007 and updated at the AGM in 2014.

As at 31 December 2015, the Nomination Committee comprises the following:

  • Helge Moen, Chair (up for election in 2016)
  • Endre Kolbjørnsen (up for election in 2016)
  • Anne Kathrine Slungård

The Nomination Committee shall make a recommendation to the AGM with respect to candidates for election to the board of directors and Nomination Committee, as well as propose the remuneration payable to the members of the board and the Nomination Committee. In its work, the Nomination Committee shall take into consideration relevant statutory requirements with respect to the composition of the company’s governing bodies, as well as principles for corporate governance laid down in the Norwegian Code of Practice for Corporate Governance drawn up by NUES. Proposals for members of the board and Nomination Committee should safeguard the shareholder community’s interests and the company’s need for competence, capacity and diversity. To achieve this the Nomination Committee may contact shareholders and company directors.

The Nomination Committee draws up criteria for the selection of candidates for the board and Nomination Committee, in which both sexes should be represented. The Nomination Committee should, over time, balance the requirements for continuity and renewal in the individual governing body. Relevant candidates must be asked whether they are willing to undertake the office of director or deputy director.

The committee should base its recommendations with respect to the remuneration payable on (a) information about the size of the remuneration paid to elected officers in other comparable companies, and (b) on the scope of work and the amount of effort the elected officers are expected to devote to the task on behalf of the company.

The Nomination Committee’s recommendation to the AGM must be published in good time, so that it can be communicated to the shareholders before the meeting takes place. The recommendation shall accompany the invitation to attend the AGM, no later than 21 days before the meeting takes place. The committee’s recommendation shall contain information about the candidates’ independence and competence, including age, education and work experience. If relevant, notice shall also be given about how long the candidate has been an elected officer of the company, any assignments for the company, as well as material assignments for other group companies that may be of significance.

Deviations from the code of practice: None

8. CORPORATE ASSEMBLY AND BOARD OF DIRECTORS, COMPOSITION AND INDEPENDENCE
The company does not have a Corporate Assembly.

Pursuant to Article 5 of SalMar’s articles of association, the board of directors shall comprise five to nine members, to be elected by the AGM. The Board Chair is elected by the AGM, while the Vice-Chair is elected by the board itself. The company’s current board is made up of seven members, including two employee representative. Three of the company’s directors are women, including one female employee representative. Women therefore comprise 43 per cent of the board, which is in line with the provisions of the Norwegian Accounting Act.

The regulations governing the work of the Nomination Committee state that emphasis shall be placed on ensuring that members of the board have the necessary competence to carry out an inde¬pendent assessment of the matters presented to it by manage¬ment and of the company’s business activities. Emphasis shall also be placed on ensuring that there is a reasonable gender balance and that directors are independent with respect to the company. The Nomination Committee’s recommendation shall meet the requirements relating to board composition stipulated by appli¬cable legislation and the regulations of the Oslo Stock Exchange. Board members are elected for a term of two years and may be re-elected. An overview of the individual directors’ competence and background is available from the company’s website www.salmar.no. An overview of the individual directors’ shareholdings in SalMar can be found in the 2015 annual report.

Independence of the board
SalMar’s board of directors is composed such that it is able to act independently of any special interests. Board Chair Bjørn Flatgård also chairs the board of Kverva AS, and is therefore not deemed to be independent. The remaining directors, with the exception of Gustav Witzøe, who founded SalMar, are deemed to be independent of senior executives, material business associates and the company’s largest shareholders. In matters of material importance in which the Board Chair is, or has been, actively engaged, another director is appointed to chair the board’s deliberations. Two such matters have been addressed during 2015.

Composition of the Board

Bjørn Flatgård, board chair, year first elected 2002, current term ends 2017, no. of board meetings attended 2015; 9 of 10
Gustav Witzøe, director, year first elected 1991, current term ends 2017, no. of board meetings attended 2015; 7 of 10
Kjell A. Storeide, director, year first elected 2008, current term ends 2016, no. of board meetings attended 2015; 10 of 10
Tove Nedreberg, director, year first elected 2012, current term ends 2016, no. of board meetings attended 2015; 10 of 10
Bente Rathe*, director, year first elected 2015, current term ends 2017, no. of board meetings attended 2015; 6 of 10
Geir Berg*, employee representative, year first elected 2015, current term ends 2017, no. of board meetings attended 2015; 5 of 10
Merete Gisvold Sandberg*, employee representative, year first elected 2015, current term ends 2017, no. of board meetings attended 2015; 6 of 10
Merethe Helene Holte**, director, year first elected 2013, current term ends 2015, no. of board meetings attended 2015; 4 of 10
Pål Georg Storø**, employee representative, year first elected 2013, current term ends 2015, no. of board meetings attended 2015; 4 of 10
Hanne Tobiassen**, employee representative, year first elected 2013, current term ends 2015, no. of board meetings attended 2015; 4 of 10

*Entered June 2015
** Left June 2015

Deviations from the code of practice:
Pursuant to the Norwegian Code of Practice for Corporate Governance, senior executives should not be members of the board of directors. Board member Gustav Witzøe is the founder of SalMar and a member of group management. However, the board considers that it is in the company’s interests to avail itself of Gustav Witzøe’s extensive experience and considerable expertise, both as a senior executive and as a director. Deviation from the code of practice on this point has therefore been deemed acceptable. Gustav Witzøe is also the company’s largest shareholder through his company Kverva AS, which owns 53.4 per cent of SalMar’s shares.

9. THE BOARD OF DIRECTORS
The board has overall responsibility for the management of the Group and the supervision of its day-to-day management and business activities. The work of the board is governed by a set of regulations which describe the board’s responsibilities, tasks and administrative procedures. Furthermore, the board determines the Group’s overall objectives and strategy, including the overall composition of the Group’s portfolio and the business strategies of the individual business unit. The board has also prepared a set of instructions for the executive management team that clarifies its duties, lines of authority and responsibilities.

The board shall approve the Group’s plans and budgets, and shall, no later than December, approve the Group’s budget for the coming year. Proposals relating to targets, strategies and budgets are drawn up and presented by management. Strategy is normally discussed during the autumn, ahead of the Group’s budget process. Within the area of strategy, the board shall play an active role in setting management’s course, particularly with regard to organisational restructuring and/or operational changes.

The board meets as often as necessary to perform its duties. In 2015 the board held 10 meetings, of which two were by telephone. The overall attendance rate at board meetings was 91 per cent. See also the table above for further details.

The board makes an annual assessment of its own work and competence. An evaluation of this kind was last conducted in February 2016.

Audit Committee
Pursuant to the Public Limited Companies Act, SalMar has a board-appointed Audit Committee. The committee’s main tasks are to monitor the Group’s internal control systems, ensure that the auditor is independent and that the financial statements reflect the Group’s performance and position in accordance with generally accepted accounting practice. The Audit Committee held four meetings in 2015, with an overall attendance rate of 100 per cent.

As at 31 December 2015, the Audit Committee comprises the following:

  • Kjell Storeide
  • Tove Nedreberg

Deviations from the code of practice: None

10. RISK MANAGEMENT AND INTERNAL CONTROL
The board is responsible for ensuring that the company’s risk management and internal control systems are adequate in relation to the regulations governing the business. The company’s systems and procedures for risk management and internal control are intended to ensure efficient operations, timely and correct financial reporting, as well as compliance with the legislation and regulations to which the company is subject. Specific targets for the internal control effort within the company are drawn up, and are revised annually by SalMar’s group management.

The most important risk factor for SalMar is the biological performance of its hatchery and fish farming facilities. The company has an internal control scheme that involves systematic planning, organisation, performance and evaluation of the Group’s activities in accordance with both the regulatory framework and internal ambitions with respect to continuous improvement. The company has, among other things, drawn up shared goals for its internal control activities with respect to the working environment and personal safety, the prevention of fish escapes, fish welfare, pollution, food safety and water resources. It is the CEO’s responsibility to ensure that the company operates in accordance with all relevant statutes and guidelines associated with operation of the Group’s divisions. This also includes acquisition, operation and maintenance of fish farming equipment, as well as the handling of the company’s biomass.

Internal control of financial reporting is achieved through day-to-day follow-up by management and process owners, and supervision by the Audit Committee. Non-conformances and improvement opportunities are followed up and corrective measures implemented. Financial risk is managed by a central unit at head office, and, where appropriate, consideration is given to the use of financial hedging instruments.

Follow-up and control of compliance with the company’s values, code of conduct and guidelines for social responsibility is carried out by the line organisation and is part of day-to-day operations. Material risks and any changes in them are discussed at fortnightly management meetings.

The board will, through the Audit Committee, conduct an annual comprehensive review of the Group’s finan¬cial and risk management systems. Key risk factors for the company are biological risk associated with the state of health at the company’s hatchery and fish farming facilities, as well as the risk of salmon escaping from the company’s fish farms, and financial risk (foreign exchange, credit and interest rates). These risk factors are monitored and addressed by managers at all levels in the organisation. For further information on this matter, please see the 2015 annual report and Note 2 to the financial statements included therein.

Deviations from the code of practice: None

11. DIRECTORS’ FEES
The Nomination Committee’s proposal for the remuneration pay¬able to the board of directors is approved or rejected by the company’s AGM. Directors’ fees shall reflect the board’s responsibilities, competence, time spent and the complexity of the business.

Directors’ fees are not performance-related and contain no share option element. Additional information relating to directors’ fees can be found in Note 24 to the financial statements included in the 2015 annual report.

Director Gustav Wizøe is also a member of SalMar’s group management, and is remunerated as an employee representative to the board.

Deviations from the code of practice: None

12. REMUNERATION TO SENIOR EXECUTIVES
Pursuant to Section 6-16a of the Public Limited Companies Act, the board of directors has prepared a statement relating to the determination of salaries and other benefits payable to senior executives. This statement will, in line with the said statutory provision, be laid before the company’s AGM each year.

The company’s senior executive remuneration policy is based primarily on the principle that executive pay should be competitive and motivating, in order to attract and retain key personnel with the necessary competence.

The statement refers to the fact that the board of directors shall determine the salary and other benefits payable to the CEO. The salary and benefits payable to other senior executives are deter¬mined by the CEO in accordance with the guidelines laid down in the statement. Today’s compensation scheme is divided into three and comprises a fixed salary, a performance-related bonus (capped at six months’ salary), and a share-based incentive scheme in line with the board’s authorisation.

At the 2015 AGM the statement on executive remuneration was set forth as a separate case document. The AGM voted individually on the item relating to share-based remuneration and the item relating to the guidelines for the determination of salary and other benefits to senior executives for the 2015 financial year.

The board’s statement, as well as further details relating to the salary and benefits payable to the CEO and other senior executives can be found in Note 24 to the financial statements included in the 2015 annual report.

Deviations from the code of practice: None

13. INFORMATION AND COMMUNICATION

Investor relations
Communication with shareholders, investors and analysts is a high priority for SalMar. The objective is to ensure that the financial markets and shareholders receive correct and timely information, thus providing the soundest possible foundation for a valuation of the company. All market players shall have access to the same information, and all information is published in both Norwegian and English. All notices sent to the stock exchange are made available on the company’s website and at www.newsweb.no.

SalMar seeks to comply with the Oslo Stock Exchange’s recommendations on the reporting of information to investors on companies’ websites, last updated on 10 June 2014. The company has, in line with the Norwegian Code of Practice for Corporate Governance, also adopted an ‘IR Policy’, which is available from the company’s website. The CEO, CFO and IRO are responsible for communications with shareholders in the period between general meetings.

Financial information
The company holds open investor presentations in association with the publication of its year-end and interim results. These presentations are open to all, and provide an overview of the Group’s operational and financial performance in the previous quarter, as well as an over¬view of the general market outlook and company’s own future prospects. These presentations are also made available on the company’s website.

The company publishes its provisional year-end accounts by the end of February each year, and a complete set of financial statements, including an annual report, is made available at the latest three weeks before the date of the AGM, and no later than the end of April each year. The company’s interim results are published no more than 60 days after the close of the quarter, in line with the Oslo Stock Exchange’s regulations.

Quiet period
SalMar will minimise its contacts with analysts, investors and journalists in the final three weeks before publication of its results. During this period, the company will hold no meetings with investors or analysts, and will give no comments to the media or other parties about the Group’s results and future outlook. This is to ensure that all interested parties in the market are treated equally.

Financial calendar
Each year SalMar publishes a financial calendar indicating the dates of publication of the Group’s interim reports, as well as the date of its AGM. The calendar is available from the Group’s website www. salmar.no. It is also distributed as a stock market notice and updated on the Oslo Stock Exchange’s website www.newsweb.no. The calendar is published before 31 December each year.

Deviations from the code of practice: None

14. ACQUISITION
The board of directors has drawn up guidelines with respect to takeover bids, in line with the Norwegian Code of Practice for Corporate Governance. The guidelines were adopted by the board at a meeting on 29 March 2011, and the board undertakes to act in a professional manner and in accordance with applicable legislation and regulations.

The guidelines shall ensure that the interests of shareholders are safeguarded, and that all shareholders are treated equally. Furthermore, the guidelines shall help ensure that company operations are not unnecessarily disturbed. The board will strive to provide shareholders will sufficient information to enable them to make up their minds with respect to the specific bid.

If a takeover bid has been made, the board will make a statement and at the same time assess whether to obtain a valuation from an independent expert. The board will obtain an independent valuation if a major shareholder, board member, member of the management team, related party or any collaborator of such a related party, or anyone who has recently held one or more of the above-mentioned positions, is either the bidder or has a particular interest in the takeover bid.

The board will not seek to prevent any takeover bid, unless the board is of the opinion that such action is justified out of consideration for the company and the company’s shareholders. The board will not exercise any authorisations or adopt other measures for the purpose of preventing the takeover bid. This stipulation may be waived with the approval of a general meeting of shareholders after a bid has been announced.

Transactions which, in reality, involve the sale of the company’s business shall be laid before a general meeting of shareholders for approval.

Deviations from the code of practice: None

15. AUDITOR
The company’s auditor is appointed by the Annual Gen¬eral Meeting and is independent of SalMar ASA. Each year the board of directors shall receive written confir¬mation from the auditor that the requirements with re-spect to independence and objectivity have been met.

Each year the auditor shall draw up the main elements of a plan to carry out auditing activities, and the plan shall be made known to the board of directors and the Audit Committee. Furthermore, the auditor shall hold at least one meet¬ing each year without any representatives of the com¬pany’s management being present.

The board shall inform the AGM of the remuneration payable to the auditor, broken down into an auditing and other services component. The AGM shall approve the auditor’s fees.

The company has drawn up guidelines for any work other than auditing to be carried out by the auditor or persons associated with the auditor. The auditor participates in board meetings in connection with consideration of the year-end accounts, and, at the same time as the board of directors, reviews the company’s internal control systems. This includes the identification of weaknesses and proposals for improvement. The auditor will also attend the company’s AGM.

Deviations from the code of practice: None