Corporate governance compliance

Mowi has reviewed our reporting on Corporate Governance based on the latest Code of Practice (17 October 2018). The company is fully compliant to the Norwegian Code, with the exception of section 14 regarding lack of explicit guidelines for dealing with takeover bids.

Implementation and Reporting of Corporate Governance Principles

The Board of Directors of Mowi (the “Board”) is aware of its responsibility for the development and implementation of internal procedures and regulations to ensure that the Company and its subsidiaries (together, the “Group”) complies with applicable principles for good corporate governance. The Board reviews the overall position of the Group in relation to such principles annually, and reports thereon in the Company’s annual report in accordance with the requirements for listed companies and the Norwegian Code. The Board has defined the Group’s overall vision as “Leading the Blue Revolution”. Closely linked to the vision are the Group’s global values “Passion”, “Change”, “Trust” and “Share”.

• Passion for the company and the product: passion is the key to our success and how we make a difference.
• Change is the new “normal”: we are ready for change and work continuously to improve our operations.
• Trust is essential in everything we do: our operations provide safe, delicious and healthy food, and we deliver on our promises.
• Share is the foundation for the performance of our over 14 000 employees: We share knowledge and experience, we are open and transparent, and we cooperate with key stakeholders globally.

Mowi’s leadership principles were put in place to strengthen the link between individual management actions and our vision. Our leadership principles are:

• Inspire people: we recruit the very best and build talent for the future. We strive to create winning teams and challenge people to succeed.
• Make it happen: we challenge existing thinking and promote change and innovation. We encourage people to propose solutions and learn from mistakes.
• Live the values: we want our leaders to be role models and build our culture; leaders should show direction and engage with stakeholders.
• Think and act: we want our leaders to think and act as if the company was their own. Leaders should do what is best for the company, bearing in mind short and long-term goals.

The Group is made up of individuals with different backgrounds, nationalities, cultures and customs. Their conduct – what each and every employee does and says each day – determines the Group’s ability to succeed as an organisation. The Code of Conduct sets standards for behaviour that can be expected between colleagues, and that external parties can expect from employees of the Group. The Code of Conduct was updated in 2018. It has been communicated to employees, and it is expected that all employees make a personal commitment to abide by the Code of Conduct. Testing of each employee’s understanding has been, and will continue to be, carried out regularly. The most recent test was performed in 2018. The Code of Conduct is available at Mowi.com.

Our four guiding principles underpin our vision and guide our behaviour in a balanced way. Growth must be sustainable from an environmental, social and financial perspective. We need good financial results to drive the sustainable development of our operations. This interdependency is the foundation for our four important guiding principles: “Profit”, “Planet”, “Product” and “People”.

• Profit: our profits hinge on our ability to provide customer value from healthy, tasty and nutritious seafood that is raised cost-effectively and in an environmentally sustainable way that maintains the aquatic environment and respects the needs of the wider society.
• Planet: our operations and long-term profitability ultimately depend on sustainable and environmentally responsible interactions with the natural environment. We rely on qualified personnel to maintain fish health, avoid escapes and minimise the environmental impact of our operations.
• Product: we aim to continually deliver healthy, tasty and responsibly-produced seafood to our customers to deliver long-term financial profitability.
• People: the safety, self-respect and personal pride of our employees cannot be compromised if Mowi is to succeed as a company and maintain good relationships with local communities.

Mowi has defined specific ambitions for each principle, with corresponding key performance indicators. Defining targets is an integrated part of the budget and long-term planning processes, and achievements are reported in operational review meetings with the Business Units, and in business review meetings with the three Business Areas; Feed, Farming and Sales & Marketing. Development and implementation of best practice is achieved through the global quality system, Qmarine, which contains our standard operating procedures. In addition, a global set of policies has been drawn up to guide decisions, manage risk and achieve results. Mowi’s governance and management structure is further described on the website at Mowi.com.

Business

Mowi’s objective is defined in the company’s articles of association: “The objective of the company is production, refinement, sale and distribution of seafood and goods used in seafood production, either directly or through participation in other companies and hereto-related activities.”

The articles of association are available from the Group’s website at Mowi.com. To achieve the objective set forth in the articles of association, the Board has adopted a corporate strategy whose ambitions and priorities lie within the framework of the Group’s vision and four guiding principles. The vision “Leading the Blue Revolution” provides direction and shows possibilities. The Group’s overall ambition is to grow organically as well as through acquisitions. In 2018, Mowi completed the strategically important purchase of Northern Harvest, a salmon farmer located on the East Coast of Canada. At Mowi’s Capital Markets Day in November, the company launched a brand strategy and the change of company name to Mowi. The company will launch the MOWI brand into selected markets starting in 2019. Our exciting branded product line will provide customers with added value in taste, convenience, nutrition and traceability. One important prerequisite for building a brand and gaining brand awareness, is to gain consumer trust. Through Mowi’s integrated value chain, we believe that the company can differentiate the way our products are perceived, positioned and sold.

At present, growth is focused on the whole salmon value chain, from feed to fork. In line with this strategy, we open our second feed factory in Scotland in 2019. In Farming, the company aims to capitalize on the organic growth opportunities within the current license footprint, in addition to acquisitions such as Northern Harvest in Canada. In 2018, Mowi Norway also purchased increased farming capacity in 2018 under the amended fish farming regulations. To further support our farming activities, we established DESS Aquaculture Shipping AS in 2016 with the purpose of building, owning and operating aquaculture vessels. The first vessels commenced operations in 2018. In Consumer Products, our ambition is to become a seafood category leader, with strong focus on quality, innovation, brand building and excellent customer service. As we are aiming for growth in sales of value-added products, production capacity must also increase. In 2018, we opened new plants in Glommen, Sweden and Zaragoza, Spain. In addition, we expanded our plant in Ducktrap, Maine. Our first plant in China was launched in 2018 as part of the announcement of a strategic partnership between Mowi and Alibaba in the Chinese market.

The material aspects of the four guiding principles are systematically assessed at regular intervals by the Group Management Team. The process of defining material aspects is discussed in the section “Leading the Blue Revolution”. The ambitions and the priorities set to achieve them are regularly reviewed and revised by the Board. Through its annual discussion of the long-term plan, the Board sets the targets for the Group for the following five years. Many of the targets are discussed in the relevant sections of this Integrated Annual Report.

Equity and Dividends

The shareholders’ equity as of December 31, 2018 was EUR 2 877.2 million (2 314.2 million), which represents 56.0% (53.5%) of the Group’s total assets. Mowi ASA’s objective is to maintain an equity level that is appropriate for the company’s strategy and risk profile. The Board’s ambition is that Mowi ASA’s shareholders will achieve a competitive return on their investment over time, through a combination of dividends and an appreciation of the value of the company’s shares. The Board has defined the following long-term dividend policy:

• The quarterly dividend level shall reflect the Company’s present and expected future cash flow generation of the company.
• To this end, a target level for net interest-bearing debt is determined, reviewed and updated on a regular basis.
• When the target is met, at least 75% of the annual free cash flow after operational and financial commitments will be distributed as dividends.

To facilitate quarterly distribution of dividends in an efficient and cost effective manner, the Board seeks a general authorisation from the General Meeting to distribute dividends. Such authorisations shall, however, be limited to a maximum aggregate amount, and limited in time to the next Annual General Meeting (“AGM”). At the 2018 AGM, the Board was granted the following authorisations:

• To approve the distribution of dividends based on the Company’s annual accounts for 2017. The authority may be used to approve the distribution of dividends up to an aggregate amount of NOK 7 500 000 000. The authority is valid for dividends from and including the second quarter of 2018 until the AGM in 2019, though no later than June 30, 2019.
• To purchase up to 49 016 777 shares in the Company (representing 10% of the shares in issue at the time) during the period up until the AGM in 2019, though no later than June 30, 2019.
• To increase the Company’s share capital by up to 49 016 777 shares (representing 10% of the shares in issue at the time). The authority did not define the purpose(s) of such a capital increase. The authority expires at the AGM in 2019, though no later than June 30, 2019.
• To take up convertible bond loans of up to NOK 3,200 million (par value), convertible to a share capital equivalent by up 49 016 777 shares, but in no event with an amount that exceeds 10% of the company’s share capital at the date of the AGM in 2019. The authority expires at the AGM in 2019, though no later than June 30, 2019.

Equal Treatment of Shareholders and Transactions with Related Parties

Mowi ASA has one class of shares.

Any purchase or sale by the Company of its own shares will be carried out either through the Oslo Stock Exchange or at prices quoted on the Oslo Stock Exchange.

Mowi also has American Depositary Shares (ADSs) represented by American Depositary Receipts (ADRs), traded in the US over-the-counter.

Any transaction between the Company and a related party will be on arm’s length terms or, if relevant, will rest on a valuation obtained from an independent third party. Mowi ASA will make sure that major transactions with related parties are approved by the AGM in accordance with the Norwegian Public Limited Liability Companies Act.

The Board is currently authorised to set aside the pre-emption rights of existing shareholders in capital increases if it exercises its authority to issue new shares, cf. above. This is to simplify the procedure in connection with capital increases to finance further growth and/or the offering of shares as consideration in acquisitions where this is deemed a favourable form of settlement. Members of the Board and the Global Management Team have an obligation, pursuant to the Company’s Code of Conduct, to disclose to the Board any material interest in transactions to which the Group is a party. The Code of Conduct is available at Mowi.com.

Freely Negotiable Shares

All shares in the Company have equal rights and may be traded freely. Mowi also has American Depositary Shares (ADSs) represented by American Depositary Receipts (ADRs), traded in the US over-the-counter.

General Meetings

The interests of the company’s shareholders are primarily exercised at the company’s general meetings. It is the company’s goal that as many shareholders as possible are given the opportunity to participate in its general meetings and that the general meetings are organised so as to ensure that they represent an effective forum for the company’s shareholders to express their views.

Notices of general meetings are made available on the company’s website, Mowi.com, and through a separate notice to the Oslo Stock Exchange at least 21 days in advance of the general meeting.

All shareholders with a known address are notified of general meetings a minimum of two weeks in advance. The notice contains detailed information on the resolutions proposed and matters to be considered at the general meeting. It includes the deadline for shareholders to register their intention to attend the general meeting, as well as instructions on how they can cast their votes by proxy. The deadline for registration is set as close to the date of the general meeting as possible.

When documents concerning matters that are to be dealt with at a general meeting have been made accessible to the shareholders on the company’s website, the requirement stipulated by the Norwegian Public Companies Act that the documents shall be sent to shareholders by ordinary mail does not apply. This also applies to documents which, according to law, shall be included in or enclosed with the notice of a general meeting. A shareholder can, however, demand that documents concerning matters that are to be dealt with at a general meeting be sent to him or her by ordinary mail.

The notice of a general meeting shall contain a reference to the company’s website, where shareholders can access relevant documents and, if appropriate, any other information that shareholders may need to gain access to such documents. The Chair of the Board, the CEO and the external auditor shall all be present at the AGM. Mowi does not have a policy that requires the other members of the Board to attend the AGM.

The AGM elects a chair to preside over the meeting and one person to sign the minutes of the meeting together with the elected chair. The minutes are published on the company’s website.

The AGM approves the annual financial statements and annual report, the Board of Directors’ report and any proposed dividend. The AGM also approves the remuneration to be paid to the members of the Board, the Nomination Committee (as defined below) and the external auditor.

Other items on the agenda for the AGM may include authorization for the Board to acquire the Company’s shares and to increase the company’s share capital, to take up loans convertible into shares, and the election of the members of the Board and the Nomination Committee (please refer to section 3 Equity and Dividends).

Pursuant to Section 6-16a of the Norwegian Public Limited Liability Companies Act, the Board has implemented guidelines for the determination of the remuneration payable to the company’s CEO and other senior executives. These guidelines are tabled for resolution at the AGM.

All shares carry an equal right to vote at general meetings. Resolutions at AGMs are normally passed by simple majority unless otherwise required by Norwegian law.

The Annual General Meeting was held on May 30, 2018. Furthermore, an Extraordinary General Meeting was held on January 15, 2018 to appoint a new board member, and an Extraordinary General Meeting was held on December 4, 2018 to approve the name change of the company to Mowi ASA. Relevant documents are available on the company’s website Mowi.com.

Nomination Committee

The AGM elects the company’s nomination committee (the “Nomination Committee”). The Nomination Committee consists of three members, and the majority of the committee are independent of the Board and the company’s executive management. The current members of the Nomination Committee are: Robin Bakken (Chair), Nils Bastiansen and Merete Haugli. The Nomination Committee submits its recommendations to the AGM regarding the election of members to the Board and the Nomination Committee and their respective remuneration.

The general meeting has approved a set of instructions defining the responsibilities of the Nomination Committee. These instructions are available at Mowi.com. All shareholders are invited to propose candidates to the Board and the Nomination Committee through the company’s website.

Corporate Assembly and Board of Directors: Composition and Independence

The company does not have a corporate assembly.

According to the company’s articles of association, the company shall have a Board consisting of a minimum of six and a maximum of 12 members. The Chair of the Board and the Deputy Chair of the Board are both elected by the general meeting based on a proposal from the Nomination Committee, as are the other members representing the shareholders. Board members are elected for a period of one or two years at a time. In order to ensure continuity, not all seats on the Board come up for election in the same year.

At present, the Board consists of ten members, of which seven are elected by the general meeting and three are representatives of the employees in Norway. All Board members are considered independent of the company’s executive management and material business partners. More than the minimum required of two Board members, including the Chair of the Audit Committee, elected by the shareholders are independent of the Company’s largest shareholders. No executives are members of the Board.

The members of the Board are presented in this Integrated Annual Report. The shareholdings of Board members are listed in Note 24. The Board is of the opinion that it has sufficient expertise and capacity to perform its duties in a satisfactory manner.

The Work of the Board of Directors

According to the Norwegian Public Limited Liability Companies Act, the Board has overall responsibility to oversee the management of the company, while the CEO is responsible for day-to-day management. The Board is responsible for ensuring that the Group’s activities are soundly organized, and for approving all plans and budgets for the activities of the Group. The Board approves a statement of the CEO’s duties, responsibilities and authorizations.

The Board keeps itself informed about the Group’s activities and financial situation, and is under an obligation to ensure that its activities, financial statements and asset management are subject to adequate control through the review and approval of the Group’s monthly and quarterly reports and financial statements. The Board shall also ensure that the Group has satisfactory internal control systems.

The CEO is in charge of the day-to-day management of the Group, and is responsible for ensuring that the Group is organised in accordance with applicable laws, the company’s articles of association and the decisions adopted by the Board and the company’s general meeting. The CEO has particular responsibility for ensuring that the Board receives accurate, relevant and timely information in order to enable it to carry out its duties. The CEO shall also ensure that the Group’s financial statements comply with Norwegian legislation and regulations and that the assets of the company are soundly managed.

The Board has formally assessed its performance and expertise in 2018 as recommended by the Norwegian Code.

The Board conducted 21 meetings during 2018, of which seven were held in person. The attendance rate was 97% in all the meetings. In 2018 the Board continued to spend significant time on the strategic positioning of the company following the decision to transform the Group from a production-driven farming company into an integrated producer of protein from the ocean.

The Board has chosen not to appoint a remuneration committee. Matters relating to the remuneration of executive personnel are discussed by the Board without presence of the CEO or other management representatives.

The Board has one subcommittee: The Audit Committee.

THE BOARD’S AUDIT COMMITTEE

The Board’s Audit Committee consists of two members: Lisbet K. Nærø (Chair) and Birgitte Ringstad Vartdal (the “Audit Committee”).

The responsibility of the Audit Committee is to monitor the company’s financial reporting process and the effectiveness of its systems for internal control and risk management. The Audit Committee shall also keep in regular contact with the company’s auditor regarding the auditing of the annual accounts, and shall evaluate and oversee the auditor’s independence. The Audit Committee reviews ethical and compliance issues. The members of the Audit Committee are deemed to be independent of the company’s management. The Audit Committee reports to the Board. The Audit Committee conducted seven meetings during 2018.

The Audit Committee has formally assessed its performance and expertise in 2018 as part of the Board’s assessment.

Risk Management and Internal Control

The Board and management attach great importance to the quality of the Group’s risk management and internal control systems. Risk management and internal control systems are important to enable the Group to meet its strategic goals. These systems form an integrated part of management’s decision-making processes and are central elements in the organisation of the Group and the development of routines.

By means of a materiality assessment we have identified areas of opportunity and risk that could influence our ability to achieve our goals and deliver on our strategy.

Risk management is what the company does to manage risk in order to provide reasonable assurance to stakeholders that it will achieve its goals. The COSO enterprise risk framework, dividing risk into four categories is applied:

1. Operational risk
2. Strategic risk
3. Reporting risk
4. Compliance risk

As the company considers its operational risk to cover several individually important sub categories of risk, a more detailed risk categorization has been chosen. The operational risk category therefore includes the following sub categories:

1. Risks related to the sale/supply of our products
2. Risks related to governmental regulations
3. Risks related to our fish farming operations
4. Risks related to our supply of fish feed and feed operations
5. Risks related to our industry
6. Risks related to our business
7. Risks related to our financial arrangements
8. Risks related to tax and legal matters
9. Risks related to climate change

The company believes that this risk categorization addresses the main risk areas that could influence the ability to deliver on the strategy. The company works continuously to mitigate identified risks and capitalize on opportunities by tracking and following up key performance indicators within the framework of the guiding principles. The company believes that the long-term success depends on its ability to manage the risks associated with its operations, strategy, reporting and compliance.

For more detailed descriptions of the risks associated with the company’s operations, please see the section Risk Management and the sections Profit, Planet, Product and People. For a more detailed description of the risks related to the financing arrangements, please refer to the Board of Directors report and Note 13 to the Group financial statements.

A continuous risk management process, including analysis, management and follow-up of significant risks, is performed to ensure that the Group is managed in accordance with the risk profile and strategies approved by the Board. This process encompasses the Group’s guiding principles and ethical guidelines. The Board reviews the Group’s overall risk profile in relation to strategic, operational and transaction-related issues at least once every year. The status of the overall risk situation is reported and discussed with the Board in connection with the annual budget process. The Audit Committee assists the Board and functions as a preparatory body with regards to surveillance of the company’s systems for internal control, internal audit and risk management.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The Board and Group management are responsible for establishing and maintaining adequate internal control over financial reporting. The process for internal control is developed under the supervision of the Chief Financial Officer. The process is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Group’s Financial Statements for external reporting purposes in accordance with International Financial Reporting Standards and the interpretations issued by the International Accounting Standards Board (IASB) as adopted by the European Union (EU IFRS) and the Norwegian Accounting Act.

The Audit Committee monitors financial reporting and its related internal controls, including application of accounting principles and informed judgments. Group management and the Audit Committee have regular meetings with the external auditor present to discuss issues related to financial reporting.

Financial reporting in Mowi is an integrated part of the Group’s corporate governance. Distinct roles, responsibilities and duties have been established. Requirements with regard to content and deadlines, including accounting policies, checks and validations, have been clearly defined. A key element in the financial reporting process is risk assessment. A risk assessment is performed at least annually, and key controls and control procedures are established to mitigate identified risks. Compliance is reported to the Audit Committee. The Group’s applied accounting principles are described in an online accounting manual.

All Business Units periodically upload their financial statements into a common consolidation system, based on a common chart of accounts. All subsidiaries are responsible for the accuracy of their reported figures, and for ensuring that their financial reporting is in compliance with the Group’s accounting principles. In addition, general and analytical controls of the reported figures are performed at corporate level.

Additional information is disclosed in connection with quarterly and annual reporting. Extended controls are carried out as part of the quarterly and the year-end reporting processes.

The Group has sufficient expertise to complete proper and efficient financial reporting in accordance with IFRS and the Norwegian Accounting Act.

CODE OF CONDUCT AND ETHICAL GUIDELINES

The Code of Conduct describes Mowi ASA’s commitment and requirements in connection with ethical issues relevant to business practice and personal conduct. Mowi ASA will, in its business activities, comply with applicable laws and regulations, and act in an ethical, sustainable and socially responsible manner. The Code of Conduct has been communicated to employees, and each employee is expected to make a personal commitment to abide by the Code of Conduct. The third-party-operated whistleblower channel facilitates the reporting of concerns about potential violations of the law and breaches of Mowi’s Code of Conduct in all areas. In 2018 nine incidents were reported through this channel. Eight of the cases are closed, one is currently being investigated in collaboration with Human Resources.  None of the reported cases are related to corruption.

Mowi has also established a group-wide policy to combat fraud and corruption as part of its risk management, internal control and corporate governance process. The internal audit function, which is outsourced to a professional audit firm (PwC until 2018, and KPMG from 2019), also has a specific focus on fraudulent and unethical behavior.

Remuneration of the Board of Directors

Remuneration for the members of the Board is determined by the AGM based on a proposal from the Nomination Committee. The remuneration reflects the Board’s responsibility, expertise, time, commitment and the complexity of the Company’s activities. Remuneration is not linked to the Company’s performance. All members of the Board, with the exception of the Chair, the Deputy Chair and Paul Mulligan, receive the same remuneration. The members of the Audit Committee receive separate, additional remuneration. The fee paid to the members of the Board is fixed for each 12-month period (from AGM to AGM). The remuneration paid to members of the Board is disclosed in Note 14 to the Mowi ASA financial statements.

Remuneration of Executive Management

The Board of Mowi ASA determines the principles applicable to the Group’s policy for compensation of senior executives. The Board is directly responsible for determining the CEO’s salary and other benefits. The CEO is, in consultation with the Chair of the Board, responsible for determining the salary and other benefits for the Group’s other senior executives. The Group’s senior executives include the management team of each Business Area as well as the senior members of the corporate staff.

The following guidelines underpin the determination of compensation payable to the Group’s senior executives:

• The total compensation offered to senior executives shall be competitive, both nationally and internationally.
• The compensation shall contain elements providing necessary financial security following termination of the employment relationship, both before and after retirement.
• The compensation shall be motivating, both for the individual and for the senior executives as a group.
• Variable elements in the overall compensation package shall be linked to the value generated by the Group for Mowi ASA’s shareholders.
• The system of compensation shall be understandable and meet general acceptance internally in the Group, among the company’s shareholders and with the public.
• The system of compensation shall be flexible and contain mechanisms that make it possible to carry out individual adjustments based on the results achieved and contributions made towards the development of the Group.

Remuneration of the company’s CEO and the executive management team is disclosed in Note 14 to the Mowi ASA financial statements. In compliance with the Norwegian Public Limited Liability Companies Act, the Board prepares a statement regarding the remuneration of the executive management team for consideration by the AGM. The remuneration package for corporate executive staff consists of the following main elements:

• Fixed salary
• Benefits-in-kind
• Pension
• Termination payment
• Bonus

In addition, the Group has a Share Option Scheme (“Scheme”) for key employees. The Scheme is limited to two years’ salary for each individual. The details of the Scheme are described in Note 14 to the Mowi Group Financial Statements, and in Note 14 to the Mowi ASA financial statements.

Information and communications

The company publishes its financial calendar every year, identifying the dates on which it will present its quarterly reports, Annual Report and when the AGM will be held.

All information concerning major events and acquisitions is publicly disclosed in line with the requirements of the Oslo Stock Exchange, and posted on the Company’s website (Mowi.com). All financial reports and other information are prepared and disclosed in such a way as to ensure that shareholders, investors and others receive correct, clear, relevant and up-to-date information equally and in a timely manner.

The Company holds public presentations of its results quarterly.

The Board has formalized guidelines for dialogue with the company’s shareholders outside the AGM. Mowi ASA is entitled by the Norwegian Securities Trading Act to publish all information (including its annual financial statements) in English only.

Takeovers

The Board will not seek to hinder or obstruct any public bid for the company’s activities or shares unless there are particular reasons for doing so. In the event of a takeover bid for the company’s shares, the Board will not exercise mandates or pass any resolutions with the intention of obstructing the takeover bid, unless this is approved by the company’s general meeting following the announcement of such a bid.

The Board acknowledges that it has a particular responsibility to ensure that the company’s shareholders are given sufficient information and time to form a view of any public offer for the company’s shares. If an offer is made for a significant and controlling stake of the shares, the Board will issue a statement evaluating the offer and will make a recommendation as to whether or not shareholders should accept it.

The Board has not established explicit guiding principles for dealing with takeover bids as recommended by the Norwegian code.

Auditor

The company’s elected external auditor is EY. The auditor is independent of Mowi ASA and is appointed by the AGM. The auditor’s fee is approved by the AGM.

The auditor presents a plan to the Audit Committee for the audit, and is present at Board meetings dealing with the preparation of the annual accounts where the audited financial statements are reviewed and approved. The auditor is also present at all meetings with the Audit Committee.

When evaluating the independent auditor, emphasis is placed on the firm’s competence, capacity, local and international availability and the level of the fee expected.

The auditor submits a summary document to the Audit Committee and the Board following its audit of the Group’s and the company’s annual financial statements. The summary document, in addition to describing the audit review, includes an evaluation of the Group’s internal control systems.

The Board and the Audit Committee hold regular meetings with the auditor without the presence of management. The auditor also participates in the AGM. Information about the fee paid to the auditor is stated in Note 32 to the Group financial statements. The independent auditor’s remuneration is split between the audit fee, other authorization services, tax advisory services and other non-audit related services. To the extent that the auditor provides services other than the regular audit, this is discussed separately on a case-by-case basis, to ensure that there are no conflicts of interest.