Ice Group listing on Oslo Axess photo Oslo Børs
Corporate governance

Corporate governance policy

Ice Group's framework for corporate governance is intended to decrease business risk, maximise value and utilise the company's recourses in an efficient, sustainable manner, to the benefit of shareholders, employees and society at large.

Introduction

Ice Group has made a strong commitment to ensure trust in the company and to enhance shareholder value through efficient decision-making and improved communication between the management, the board of directors and the shareholders.

The company seeks to comply with the Norwegian Code of Practice for Corporate Governance (the "Corporate Governance Code"), last revised on 17 October 2018, which is available at the Norwegian Corporate Governance Committee's website www.nues.no. The principal purpose of the Corporate Governance Code is to ensure (i) that listed companies implement corporate governance that clarifies the respective roles of shareholders, the board of directors and executive management more comprehensively than what is required by legislation and (ii) effective management and control over activities with the aim of securing the greatest possible value creation over time in the best interest of companies, shareholders, employees and other parties concerned.

According to Ice Group's own evaluation, the company deviates from the Corporate Governance Code on the following points:

  • Item 3: The board of directors of the company has been, and is expected to be, provided with authorisations to acquire own shares and issue new shares. Not all of such authorisations have separate and specific purposes for each authorisation as the purposes of the authorisations shall be explained in the notices to the general meetings adopting the authorisations.
  • Item 14: Due to the unpredictable nature of a takeover situation, the company has decided not to implement detailed guidelines on take-over situations. In the event a takeover were to occur, the board of directors will consider the relevant recommendations in the Corporate Governance Code and whether the concrete situation entails that the recommendations in the Corporate Governance Code can be complied with or not.

Reporting

Ice Group is subject to reporting requirements for corporate governance under the Accounting Act section 3-3b as well as Oslo Børs’ “Continuing obligations of stock exchange listed companies” section 7. The board of directors will include a report on the company's corporate governance in each annual report, including an explanation of any deviations from the Corporate Governance Code. The corporate governance framework of the company is subject to annual reviews and discussions by the board of directors.

Corporate governance statement

The latest corporate governance statement from Ice Group's Board of directors, can be found on page 62 of Ice Group ASA's 2018 annual report.