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Corporate governance

The Norwegian Code of Practice for corporate governance is a guideline for listed companies to help regulate the division of roles between shareholders, the board of directors and executive management more comprehensively than is required by legislation.
 
PCI Biotech bases its policy for corporate governance on the Norwegian Code of Practice of 4 December 2007. In this section, the most important parts of PCI Biotechs corporate governance policy are described.
  1. Implementation and reporting on corporate governance
    PCI Biotech has implemented a sound corporate governance policy, which is presented in the company's annual report.
  2. Business
    PCI Biotechs business is clearly defined in the articles of association.
  3. Equity and dividends
    PCI Biotech has an equity capital at a level appropriate to its objectives, strategy and risk profile. The company has established a clear dividend policy, and the mandates to increase the company's share capital are well defined and limited up to one year.
  4. Equal treatment of shareholders and transactions with close associates
    PCI Biotech has only one class of shares. All material transactions between the company and shareholders, board members, management or close associates of any such parties are valuated independently by a third party. Members of the board of directors and the executive management are obliged to notify the board if they have any material direct or indirect interest in any transaction entered into by the company.
  5. Freely negotiable shares
    All shares are freely negotiable with no form of restriction on negotiability.
  6. General meetings
    It is the responsibility of the board of directors to ensure that as many shareholders as possible may exercise their rights by participating in general meetings of the company, and that general meetings are an effective forum for the views of shareholders and the board.
  7. Nomination committee
    The nomination committee is elected by the general meeting and the members are selected to ensure broad representation of shareholder interests. The nomination committee is laid down in the company's articles of association. And will be implemented in 2009.
  8. Corporate assembly and board of directors: composition and independence
    The composition of the board of directors of PCI Biotech ensures that the board can attend to the common interests of all shareholders and meets the company's need for expertise, capacity and diversity. All members of the board of directors are presented in the company's annual report.
  9. The work of the board of directors
    It is the responsibility of the board of directors to ensure that the company has good internal control in accordance with the regulations that apply to its activities. The board of directors produces an annual plan for its work and evaluates its performance and expertise annually.
  10. Remuneration of the board of directors
    The remuneration of the board of directors reflects the board's responsibility, expertise, time commitment and the complexity of the company's activities. The remuneration of the board of directors is not linked to the company's performance, and share options are not granted to any members of the board.
  11. Remuneration of the executive management
    Guidelines for the remuneration of the members of the executive management have been established by the board of directors. Share option schemes and arrangements to award shares to employees are approved in advance by the general meeting.
  12. Information and communications
    The guidelines for the company's reporting of financial and other information are based on openness and take into account the requirement for equal treatment of all participants in the securities market. Information distributed to the company's shareholders is published on the company's web site at the same time as it is sent to the shareholders.
  13. Take-overs
    Any transaction that is in effect a disposal of the company's activities is to be decided by a general meeting, except in cases where such decisions are required by law to be decided by the corporate assembly.
  14. Auditor
    The auditor submits the main features of the plan for the audit of the company to the board of directors annually. The auditor also participates in meetings of the board of directors that deal with the annual accounts and presents at least once a year to the board of directors a review of the company's internal control procedures.