Page 74 - Kitron Annual Report 2011

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Kitron annual report 2011
The notice of the meeting, the agenda and detailed
and comprehensive supporting information, including
the nomination committee’s justified recommenda-
tions, are made available on Kitron’s website at least
21 days before a general meeting takes place. At
the same time the notice and agenda is distributed
to all shareholders. For administrative purposes, the
shareholders must give notice of their attendance at
the meeting minimum two working days before the
The general meeting deals with such matters as re-
quired by Norwegian law. Shareholders who cannot
attend the meeting in person can vote by proxy, and
voting instructions can be given on each item on the
agenda. In addition shareholders may vote in advance,
either in writing or by electronic means, up to 2 days
prior to the general meeting.
The general meetings are opened by the chair of the
board. Normally, the board proposes that the chair
of the board shall also chair the general meetings.
The board will propose an independent chair for the
general meeting if any of the matters to be considered
calls for such arrangement.
The notices and minutes of the general meetings are
published in Oslo Børs’ information system (www., ticker: KIT) and on Kitron’s website.
Nomination committee
Kitron’s nomination committee is stated in the arti-
cles of association. The committee shall have three
members, including the head of the committee. At the
composition of the nomination committee, the inter-
ests of the shareholders will be taken into account, as
well as the members’ independence of the board and
of the executive management. The general meeting
elects the head and the members of the nomination
committee and determines its remuneration. The gen-
eral meeting has resolved a mandate and stipulated
guidelines for the duties of the nomination committee
that is compliant with the Code. The members of the
nomination committee are elected for a period of two
years. For the sake of continuity, one or two members
stand for election each year.
The nomination committee shall propose and present
to the general meeting: Candidates for election to the
board, remuneration of the board, and new members
of the nomination committee.
Board of directors:
composition and independence
According to the articles of association, the board
shall consist of seven to eleven members as resolved
by the general meeting. The annual general meet-
ing in 2007 resolved that the board shall have eight
members. It follows from the rules for employee
representation that the board thus consists of five
shareholder-elected members and three members
elected by and among the employees. Board mem-
bers are elected for a period of two years. There is no
corporate assembly in Kitron, and the board elects its
own chair.
The board’s composition shall ensure that it can effec-
tively and proactively perform its supervisory and stra-
tegic functions. Furthermore, the board is composed
to enable it to always act independently of special
interests. The three major shareholders, Sievi Capital
plc., Kongsberg Gruppen ASA and Amber Trust II, are
represented on the board by one board member each.
The representation of shareholders was proposed by
the nomination committee and unanimously resolved
by the general meeting.
During 2011 a question has been raised within the
board if the board comply with the requirement of
the code that at least two of the shareholder elected
board members shall be independent of the compa-
ny’s main shareholders. In November 2010 Asa-Matti
Lyytinen was elected as a member of the board inde-
pendent of the main shareholders. Asa-Matti Lyytinen
has been a member of the Sievi Capital plc. board
since year 2000 and he is currently the chairman of
the board of Sievi Capital plc, which is the largest
owner in Kitron ASA. Among the remaining share-
holder elected board members only one is independ-
ent of the main shareholders. The board has asked
the nomination committee to evaluate the matter and
make a proposal to the Annual General Meeting in