Page 77 - Kitron Annual Report 2011

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Corporate governance
Kitron reports all forms of remuneration received by
the chief executive and each of the other members of
the executive management. For one or more execu­
tives, the remuneration may include performance-
related cash bonus. Details about remuneration of the
executive management are provided in the notes to
the annual financial statements.
Information and communication
Kitron wants to maintain good communication with its
shareholders and other stakeholders. The information
practice is based on openness and will help to ensure
that Kitron’s shareholders and other stakeholders are
able to make a realistic assessment of the company
and its prospects. Guidelines have been established
to ensure a flow of relevant and reliable financial and
other information. The group endeavour to ensure that
all shareholders have equal access to the same infor-
mation. Kitron comply with Oslo Børs’ recommenda-
tion on reporting of IR information.
All information distributed to the shareholders is pub-
lished on Kitron’s website (www.kitron.com) at the
same time as it is sent to the shareholders. Further-
more, all announcements to the market are posted on
Kitron’s website following publication in Oslo Børs’
company disclosure system www.newsweb.no, ticker:
KIT. Public, webcasted presentations are held quar-
terly in connection with the interim reporting. Kitron
presents a financial calendar every year with dates for
important events. Kitron’s guidelines for reporting of fi-
nancial and other information as well as guidelines for
the company’s contact with shareholders, other than
through the general meeting, are presented in the
shareholder information section in the annual report.
Kitron has established contingency plans for informa-
tion management in the case of issues or situations
that could impact the company’s reputation.
Takeovers
There are no authorisations or other measures in
place with the intention to prevent possible takeovers.
In the event of a takeover bid, the fundamental prin-
ciple for the board of Kitron will be equal treatment
of all shareholders. If such a situation should arise,
the board will comply with the recommendations on
takeovers in the Code.
Auditor
PricewaterhouseCoopers AS (PwC) has been the
company’s auditor since 2005. PwC has issued a
written confirmation that PWC continues to satisfy the
requirements for independence. As part of the 2011
audit, PwC submitted the main features of the plan for
the audit to the board. In addition, the auditor partici-
pated in the meeting of the board that dealt with the
annual financial statements.
The board and the auditor will meet at least once a
year without the CEO or any other members of the
executive management are present.
The board of Kitron has established guidelines in re-
spect of the use of the auditor by the company’s exec-
utive management for services other than mandatory
audit. PwC has provided the board with a summary
of all services that have been undertaken for Kitron
for the accounting year 2011. The fees paid for audit
work and fees paid for other specific assignments are
specified in the notes to the financial statements.