Composition of the board of directors
The by-laws of ALIGN AS lay down that the board of directors will consist of 4 to 7 members elected by the shareholders as decided by the General Meeting. The employees are also represented in the board of directors. The Chief Executive Officer is not a member of the board, but attends board meetings. It has been adopted that ALIGN will not have a corporate assembly, and therefore the board appoints the chairman of the board. The board of directors will at all times have a composition that enables it to act independently of sectional interests. The majority of board members elected by the shareholders must be independent. With independent is to be understood that the board member:
- Does not receive any other remuneration than the director’s fees from ALIGN
- Has not been employed in the group the last five years
- Does not have performance based directors fees or options in ALIGN
- Does not have cross relations with other board members or the general manager
- Does not have too close family ties to the Chief Executive Officer or other executive personnel
- Does not have, or does not represent, substantial business relations with ALIGN
- Has not been a partner or employee in the company’s present auditing firm the last 3 years
Board members have a duty to declare themselves incompetent from taking part in the discussion of individual items where a board member or persons nearly related to him/her have special interests. In order to secure an independent processing by the board of directors, one board member will be elected to chair the board’s consideration of items where the chairman of the board cannot or should not chair the board’s consideration.
Minimum two of the board members elected by the shareholders will be independent from ALIGN`s main shareholders. As main shareholders are regarded shareholders who directly or indirectly own 10% or more of the share or votes in ALIGN.
Board members are normally elected for two years at the time.
In a time where the focus on cost savings is at its peak, we need to ensure that the safety of the installations still meets the requirements and that we still can claim to be “top of the league” regarding safety in the Petroleum sector.