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Committees

The Board of Directors has established board committees which report and makes recommendations to the Board of Directors. The committee members and the committee chair are appointed by the Board of Directors and meet the independence requirement set out in the Corporate Governance Recommendations.

The Board of Directors has established three committees:

Member Audit Committee Remuneration Committee  Nomination Committee
Inge K. Hansen
• (c)          
• (c)
Monica Caneman
• (c)
  •             
Per-Kristian Halvorsen
  •   
•           
 • 
Jeff Gravenhorst
• 
   

(c) = Committee chairman

The committees have individual charters determining their purpose and responsibilities.

Audit Committee

The Audit Committee consists of three members of the Board of Directors. The overall purpose of the Audit Committee is to review accounting and audit matters and assesses the internal control and risk management system of the Company. The Audit Committee’s duties also include supervision of the Company’s external auditors and review of the audit process as well as supervision of the Company’s internal systems audit.

Remuneration Committee

The Remuneration Committee consists of three members of the Board of Directors. The overall purpose of the Remuneration Committee is to ensure that the Company maintains a remuneration policy for the members of the Board of Directors and the Executive Management, including incentive guidelines, and to evaluate and make recommendations for the remuneration of the members of the Board of Directors and the Executive Management.

Nomination Committee

The Nomination Committee consists of three members of the Board of Directors. The overall purpose of the Nomination Committee is to assist the Board of Directors with ensuring that appropriate plans and processes are in place for nomination of candidates to the Board of Directors, the Executive Management and the board committees. Moreover, the Nomination Committee shall evaluate the composition of the Board of Directors and the Executive Management. This includes making recommendations for nomination or appointment of members of (a) the Board of Directors, (b) the Executive Management and (c) the board committees established by the Board of Directors. The Nomination Committee shall also monitor the composition of the management in the Group’s subsidiaries and shall ensure that proposed members of management in subsidiaries where management is subject to statutory “fit and proper” requirements are appointed in accordance herewith.