Instructions for the Board of Directors of SpareBank 1 SR-Bank ASA
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1 Instructions for the Board of Directors of SpareBank 1 SR-Bank ASA In accordance with Section 6-23 of the Public Limited Companies Act, the Board has formulated the following instructions: 1. Objective The Instructions for the Board of Directors lay down rules for the Board's work and procedures, including which matters should be considered by the Board, and rules for convening and conducting board meetings. The additional duties of the Chief Executive are specified in a separate set of instructions appended to these. 2. The administrative and supervisory responsibilities of the Board Administration of the company comes under the Board. The Board shall ensure proper organisation of the business via the Chief Executive. The Board shall determine strategy, plans and budgets for the company's activities. The Board shall lay down guidelines for the business which comply with laws, regulations or other rules, unless they fall within the Chief Executive's general or delegated authority. The Board shall keep itself informed of the company's financial position, and undertake to ensure that its business activities, accounts and financial management are subject to satisfactory controls. The Board shall ensure that the company has sufficient capital to cover risk and the scope of business activity in the company, and which complies with applicable law and rules. The Board shall initiate the investigations it deems necessary to discharge its duties. The Board shall initiate such investigations when requested by one or more of its members. The Board shall supervise the day-to-day management of the company, and its business acitivities in general. Agreements between the company and other group companies or the company's major shareholders shall be in writing, and presented to the Board for consideration if they are of major financial significance to the company. 3. Matters for Board consideration The Chairman of the Board shall ensure matters which fall under the Board's jurisdiction are considered. The Board shall: Lay down instructions for its own work. Lay down a strategic plan for the company as well as specific plans for the business, and check that such plans, initiatives and risk management measures are implemented.
2 Employ a Chief Executive, formulate instructions for the same along with his remuneration, and formulate guidelines for the remuneration of the rest of the group management. The job description for the Chief Executive is part of this set of Instructions for the Board of Directors. Administrate the affairs of the company, including delegation of authority and/or make decisions on individual credit cases. Publish the annual report and determine the annual accounts, including allocation of profit or covering loss. Consider matters which come under the jurisdiction of the Board according to law or the Articles of Association, including matters which are of major significance or unusual to the company. Delegate power of attorney and the authority to sign on behalf of the company. Determine a plan for the year for the Board's work, adapted to the company's situation and problems. Perform an annual review of the Board's work. Review the main points of the external auditor's plan for the audit. Review letters and reports from the external auditor concerning the company's procedures and internal audits. Appoint an internal auditor and ensure satisfactory internal audit in accordance with applicable law and rules. 4. Notification of board meetings and preparing the agenda The Board can be called in to a meeting as often as the company's activities require or when a board member requests it. Notification of board meetings shall be performed by the Chief Executive by agreement with the Chairman of the Board, or by the Chairman himself. The Board shall be notified in the appropriate manner and with the necessary advance notification. If a board member cannot attend, a deputy shall be called in. The Chief Executive shall prepare an agenda of matters to be considered in consultation with the Chairman of the Board. Items shall be prepared and presented to give the Board a satisfactory basis for consideration. Written documentation concerning each item shall normally be made available for the board members approximately one week before the meeting. Board meetings shall be held at the company's offices unless stated otherwise in the notification. 5. Processing items on the agenda The Board shall consider each item on the agenda during the meeting, unless the Chairman believes that the item can be presented in writing, or dealt within in an alternative and satisfactory manner. The annual accounts and annual report shall be considered during a board meeting. The Chairman of the Board shall ensure that items which can be considered without a meeting are considered by as many board members as possible. A board member and the Chief Executive can request an item be put on the meeting agenda.
3 The meeting agenda will be managed by the Chairman of the Board. If the Chairman is not present, the Board shall elect a temporary chairman for that meeting. The Chairman of the Board has a special duty to ensure that the Board functions satisfactorily collectively by the active participation of all its members according to their abilities, and to ensure that the relationship with the company's management is constructive and functions to the benefit of the company. The external auditor shall take part in meetings which concern the accounts. At such meetings, the auditor shall review any major changes to the accounting policy and other major issues the Board ought to be aware of. The Board and the auditor should hold at least one meeting per year without the Chief Executive or other members of the management being present. 6. Working committees The Board shall appoint an Audit Committee and Remuneration Committee. The Board has collective responsibility for the decisions taken. As such, the committees will not have executive authority delegated to them, but are working committees which will prepare items for the Board's consideration. All necessary and important details shall thus be presented to the Board as a whole for consideration of the items the committees have prepared. The committees shall keep minutes of their work, which must be presented to the Board at the next board meeting. The Board will appoint the committee members each year from the Board members. The committees shall propose guidelines and an annual plan for their work which must be approved by the Board. The Board shall evaluate the committees' work each year as part of its self-evaluation. The committees can obtain resources, advice and recommendations at will from outside the group. The committees can also draw on the group's resources. Remuneration Committee duties: - The group's remuneration scheme o Present proposals for the group's remuneration scheme. o Annual audit of the group's remuneration scheme. o Ensure that application of the scheme is reviewed annually by an independent audit function, including proposals to the Board for a report on the annual review. - The Chief Executive's contract and terms. o Formulate a list of targets each year for the Chief Executive which comply with the goals and strategy of the organisation. o Review the Chief Executive's performance annually against the list of targets. o Review the package and size of the Chief Executive's overall remuneration each year, and propose possible changes to the Board. Information/consultancy issues:
4 - New employment contracts or changes to existing standard contracts for personnel reporting directly to the Chief Executive before a decision is taken by the Chief Executive. - Assess the content of the information published on the group's remuneration scheme, including whether the information fulfils the requirements of the Regulation on Remuneration Schemes in Financial Institutions, Securities and Fund Management Companies of 1 December 2010, and assess the content which will be included in SpareBank 1 SR-Bank's annual report concerning executive pay. Composition of the Remuneration Committee The Remuneration Committee consists of three board members who are independent of the company's management. b) The Audit Committee The Audit Committee's duties Assess and recommend to the Board candidates for external and internal auditors. Recommend to the board the remuneration of external and internal auditors. Check and monitor the independence of the auditor or auditor company with particular focus on the provision of supplementary services. In addition, ensure that external and internal auditors conduct themselves independently, and discuss a plan and the scope of auditing with them. Supervise the process of compiling and presenting the accounts. Supervise the mandatory audit of the annual accounts and consolidated accounts. Including review and assess the group's quarterly and annual account reports, with particular focus on: o changes in accounting principles and policies, o major estimated valuations and estimates, o significant adjustments as a result of requirements and recommendations from the auditors, o compliance with laws, regulations and accounting standards. Review and discuss points on which the auditors disagree with the administration and/or where the auditors have highlighted significant uncertainty and/or other issues the auditors want to discuss. Ensure that the company has good systems for internal control and risk management, compliance function and internal auditing, and that they function efficiently. Assess other aspects as decided by the Board and/or Audit Committee or which the auditors want addressed. Composition of the Audit Committee The Audit Committee consists of three board members who are independent of the company's management.
5 The Audit Committee shall have the overall range of skills necessary to discharge its duties given the company's organisation and business. At least one member of the Audit Committee shall be independent of the business and have accounting or auditing qualifications. 7. Quorum The Board shall have a quorum when more than half of the members are present or take part in consideration of the agenda. Similarly, the Board cannot make a decision without all its members being given the opportunity to take part in consideration of the agenda as far as possible. For a decision to be valid, at least half of the board members must have voted for the proposal. Decisions will be adopted by a majority vote amongst those present unless otherwise dictated by law or the Articles of Association. In the event of a tied vote, the Chairman shall have the casting vote. In the event of elections or employment, the person awarded the most votes will be elected or employed. The Board can decide that a new round of voting will be held if there is no clear winner of the first round of voting. In the event of a tied vote for election of a Meeting Chairman, the vote will be decided by drawing lots. In other instances of a tied vote, the Meeting Chairman will have the casting vote. 8. Minutes of board meetings Minutes shall be taken of the proceedings at board meetings. The minutes shall state the date and place, the participants, the process applied and the decisions of the Board as a minimum. If the Board's decision is not unanimous, the minutes shall state who voted for and against. If a board member or the Chief Executive do not agree with a decision, they can demand that their opinions are stated in the minutes. The minutes shall be signed by all members taking part in the meeting. Board members undertake to make themselves aware of decisions made by the Board in their absence, and must sign the minutes to indicate that they have been read. 9. Agreements with entities with close relationships to the company The Board shall ensure that the company complies with Sections 3-8 and 3-9 of the Public Limited Companies Act for agreements between the company and parties named in the act. When entering into agreements between the company and shareholders, board members or members of the group management or any entity closely related to the same, the Board shall obtain the opinion of an independent third party. Any board member and member of the group management shall warn the Board immediately if they have a direct or indirect interest in a transaction or agreement with or which could be
6 deemed to be with the company. This applies even if the board member is deemed to be legally incompetent for consideration of the item. 10. Internal control The Board shall ensure that the company has proper internal control procedures and systems. Internal control procedures shall be suitable to comply with the company's values and ethical rules. The Board shall review the company's most exposed areas and internal control measures annually, to ensure they are suitable. The Chief Executive shall execute internal controls according to the guidelines laid down by the Board, and present the result to the Board. 11. The Board's participation in the Annual General Meeting The Board should take part in the company's AGM. The Chairman of the Board and the Chief Executive shall be present at the AGM. In the event of their legitimate absence, the Board shall appoint a deputy who shall attend in their stead. Board members have the right to express their opinions at the AGM. 12. Board participation at Shareholders' Committee meetings The Board should take part in Shareholder Committee meetings. The Chairman of the Board and the Chief Executive have a duty to be present at Shareholder Committee meetings unless their presence is clearly unnecessary or they have a legitimate reason to be absent. In the event of the latter, a deputy shall be appointed. Board members have the right to express their opinions at Shareholders' Committee meetings. 13. Legal incompetence A board member cannot take part in consideration of an item or a decision on an issue which has particular relevance to that person or to any closely related entity, where that member can be deemed to have direct or indirect personal or financial interests. The same applies to the Chief Executive. Legal incompetence will also apply when there are special conditions which can weaken confidence in the motives of the board member concerned for taking part in deciding an item. Each board member shall undertake to ensure they are not legally incompetent for any given item to be considered by the Board. In the event of doubt, the issue is to be brought before the Chairman of the Board. The Chairman of the Board shall refer issues concerning his own possible legal incompetence to the Board as a whole. The Board shall approve agreements between the company and a board member or the Chief Executive. The Board shall also approve agreements between the company and a third party when a board member or the Chief Executive is deemed to have a special interest. Other special aspects
7 The company cannot give loans to or provide a guarantee for board members or companies for which a board member is a shareholder in or board member of without the provision of qualified security for the loan or guarantee, according to Section 2-15 of the Act on Financial Enterprises. Security offered must be approved as fully satisfactory by the Audit Committee. Board members are considered to be primary insiders, and any trading by board members or those closely related to them in financial instruments issued by the company must be declared to the Oslo Stock Exchange. 14. Confidentiality The board members have a duty of confidentiality concerning anything disclosed to them related to other parties, unless specifically stated otherwise by law or regulations based on law. Board members undertake to sign a special confidentiality declaration. 15. Changes to these instructions Any changes to these instructions shall be resolved by the Board by a majority vote. The job description for the Chief Executive is attached to these instructions, which is a complementary part of these instructions, in pursuance of item 1. Approved by a Board Meeting held on 7 February 2012 and presented to the Shareholders' Committee on 7 March 2012 and approved by the Annual General Meeting on 29 March 2012.
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