Corporate governance

Corporate governance in Techstep

Techstep ASA’s principles for good corporate governance establish the foundation for long-term value creation to the benefit of the owners, employees, other stakeholders and society, at large.

The principles should contribute to instilling trust and confidence in the company, render decision-making more effective, and improve communication between the management, the Board of Directors and the company’s shareholders.

The principles cannot replace the ongoing work to promote a healthy corporate culture throughout the company, but should be considered in this context. Trust and confidence in Techstep is based on the existence of respect, responsibility and equality, both internally and externally.

Corporate governance report 2017 (PDF)


Committees

Nomination committee

Techstep has established a nomination committee composed of two members, who shall be shareholders or shareholder representatives. The committee members are elected by the General Meeting for a term of two years.

The nomination committee shall nominate candidates to the Board of Directors and the nomination committee, as well as proposing the remuneration of board members. Grounds shall be provided for nominations by the nomination committee when they are presented to the General Meeting.

The current members of the nomination committee are:

  • Harald Arnet (committee leader)
  • Jonatan Raknes

The current members were elected at the Annual General Meeting of 26 April 2018. Both members are independent of the Board of Directors and the executive management.

Nomination of candidates to the Board

Techstep’s shareholders are entitled to nominate candidates to the Board of Directors of Techstep ASA. Nominations may be submitted by sending an e-mail to marius.drefvelin@techstep.no. Nominations must be received well in advance to be considered for the election at Techstep’s annual general meeting that year.

All proposals should include information about the candidate, grounds for consideration and contact information to the person the candidate is nominated by.

Compensation committee

The Board has appointed a remuneration committee under management of a board member which provides recommendations regarding salary and other benefits to the company’s executive management. The CEO's total compensation and any adjustments thereto, is first reviewed by the remuneration committee and then approved by the Board. The Board considers CEO compensation each year. The compensation of the other members of the executive management, including adjustments of these, are agreed between the CEO and the respective manager in consultation with the chairman of the Board.

Audit Committee

The Board of Directors has established an audit committee, currently consisting of the following two members:

  • Ingrid Leisner
  • Toril Nag

The main duties of the remuneration committee are to assess the company’s financial reporting and systems for internal control, to follow up and evaluate the auditor, ensure that the auditor is independent, and assist the Nomination Committee with a proposal for the election and remuneration of auditor.

The audit committee reports and makes recommendations to the Board, but the Board of Directors retains responsibility for implementing such recommendations.


Governance Documents

Articles of Association

Remuneration policy

Instructions for the nomination committee