Corporate Governance Report

The Company will comply with the Norwegian Code of Practice for Corporate Governance, last revised on 17 October 2018, which is available at the Norwegian Corporate Governance Committee’s web site www.nues.no. Our approach to corporate governance is intended to decrease business risk, maximise value and utilise our recourses in an efficient and sustainable manner to the benefit of shareholders, employees and society at large. The Company’s corporate governance framework is subject to annual reviews and discussions by the Board.

Read more in the Corporate Governance Report 2018

General Meetings

The General Meeting has the highest authority in Scatec Solar ASA and shall be an effective forum for the shareholders and Directors. All registered shareholders have the right to attend the General Meetings. The Annual General Meeting is held before 30 June each year. Notice and supporting documents will be made available on the company’s website no later than 21 days before the General Meeting.

The General Meeting elects the shareholders’ representatives to the Board of Directors, and approves the annual result and any proposed dividend payment. In accordance with Norwegian legislation, the shareholders consider and vote on the appointment of the external auditor based on the proposal from the Board of Directors, and approve the remuneration to be paid to the external auditor.

Any shareholder may request the documents sent by mail by addressing:

Scatec Solar ASA
att. Investor Relations
e-mail: post@scatecsolar.com

Shareholders registered in VPS (the Norwegian Registry of Secturities) can vote in person or by proxy. Shareholders, who are not able to attend the Annual General Meeting in person, may give proxy to another person attending the meeting.

 

Latest General Meeting

The Ordinary General Meeting 2019 was held 30 April at 10.00 am, Høyres Hus in Oslo. The notice of meeting and supporting documentation was published 29 March 2019. All documents can be downloaded here

All documents related to historical General Meetings can be downloaded here

Articles of Association of Scatec Solar ASA

Last amended on 4 February 2019.

Downloadable version of the Articles of Association

§ 1

The company’s name is Scatec Solar ASA. The company is a public limited company.

§ 2

The company’s registered office is in the municipality of Oslo.

§ 3

The company’s business is establishment and operation of business based on downstream technology for production of solar electricity, hereunder investment in companies operating such business.

§ 4

The chairman of the board alone shall have the authority to sign for the company.

§ 5

The board may grant power of procuration.

§ 6

The share capital is NOK 2,843,841.80 fully paid up and divided on 113,753,672 shares, each with a nominal value of NOK 0.025.

§ 7

The company’s board of directors shall consist of three to seven members.

§ 8

The company shall have a nomination committee.

The nomination committee shall make recommendations to the general meeting regarding election of shareholder-elected members of the board of directors, remuneration to the members of the board of directors, election of members to the nomination committee and remuneration to the members of the nomination committee.

The nomination committee shall consist of two to three members who shall be shareholders or representatives of shareholders. The members of the nomination committee, including the chairman of the nomination committee, are elected by the general meeting for a term of two years. Remuneration to the members of the nomination committee is determined by the general meeting.

§ 9

Shareholders who want to participate at the general meeting shall notify the company thereof within five days prior to the general meeting.

Upon acquisition of shares, the right to participate and vote at the general meeting may only be exercised if the acquisition is recorded in the shareholder registry the fifth business day prior to the general meeting.

Documents relating to matters which shall be considered at the general meeting need not be sent to the shareholders if the documents are made available to the shareholders on the company’s websites. This also applies for documents which according to law shall be included in or attached to the notice to the general meeting.

The board of directors may decide that shareholders may submit their votes in writing, including by use of electronic communication, in a period prior to the general meeting.

§ 10

The company’s ordinary general meeting shall consider the following:

1) Approval of the annual accounts and annual report, including distribution of dividend.

2) Other matters which according to law or articles of association shall be dealt with by the general meeting.

IR policy

Scatec Solar is committed to communicate with the financial market in a precise and consistent manner.

The investor relations activities will seek to ensure that market participants receive correct, clear, relevant and up-to-date information in a timely manner, taking into account the requirement for equal treatment of all participants in the securities market. Scatec Solar has adopted a separate manual on disclosure of information, which sets forth the Company’s disclosure obligations and procedures.

 

The Company has procedures for establishing discussions with important shareholders to enable the board to develop a balanced understanding of the circumstances and focus of such shareholders. Such discussions shall be done in compliance with the provisions of applicable laws and regulations. All stock exchange announcements, half year reports and presentations, other public presentations and press releases are made available on the company’s website www.scatecsolar.com together with other relevant information.

All information distributed to the Company’s shareholders will be published on the Company’s website at the same time as it is sent to shareholders. Scatec Solar holds open presentations in connection with the financial reporting, and these presentations are broadcasted live via webcast. All relevant dates are published in the financial calendar.

The Company has procedures for establishing discussions with important shareholders to enable the board to develop a balanced understanding of the circumstances and focus of such shareholders. Such discussions shall be done in compliance with the provisions of applicable laws and regulations.

All stock exchange announcements, half year reports and presentations, other public presentations and press releases are made available on the company’s website www.scatecsolar.com together with other relevant information. All information distributed to the Company’s shareholders will be published on the Company’s website at the same time as it is sent to shareholders. Scatec Solar holds open presentations in connection with the financial reporting, and these presentations are broadcasted live via webcast. All relevant dates are published in the financial calendar.