Investor
Corporate Governance Report
The Company will comply with the Norwegian Code of Practice for Corporate Governance, last revised on 14 October 2021, which is available at the Norwegian Corporate Governance Committee’s web site www.nues.no. Our approach to corporate governance is intended to decrease business risk, maximise value and utilise our recourses in an efficient and sustainable manner to the benefit of shareholders, employees and society at large. The Company’s corporate governance framework is subject to annual reviews and discussions by the Board.
Corporate Governance Report 2023General Meetings
The General Meeting has the highest authority in Scatec ASA and shall be an effective forum for the shareholders and Directors. All registered shareholders have the right to attend the General Meetings. The Annual General Meeting is held before 30 June each year. Notice and supporting documents will be made available on the company’s website no later than 21 days before the General Meeting.
The General Meeting elects the shareholders’ representatives to the Board of Directors, and approves the annual result and any proposed dividend payment. In accordance with Norwegian legislation, the shareholders consider and vote on the appointment of the external auditor based on the proposal from the Board of Directors, and approve the remuneration to be paid to the external auditor.
Any shareholder may request the documents sent by mail by addressing:
Scatec ASA
att. Investor Relations
e-mail: ir@scatec.com
Shareholders registered in VPS (the Norwegian Registry of Securities) can vote in person or by proxy. Shareholders, who are not able to attend the Annual General Meeting in person, may give proxy to another person attending the meeting.
Latest General Meeting
The Annual General Meeting 2023 was held 18 April 2023 at 10:00, at the Company’s headquarters in Oslo. The notice of meeting and supporting documentation was published 22 March 2023.
All documents related to historical General Meetings can be downloaded here
Articles of Association of Scatec ASA
Last amended on 18 April 2023.
§ 1
The company’s name is Scatec ASA. The company is a public limited company.
§ 2
The company’s registered office is in the municipality of Oslo.
§ 3
The company’s business is establishment and operation of business within renewable energy, hereunder investment in companies operating such business.
§ 4
The chairman of the board alone shall have the authority to sign for the company.
§ 5
The board may grant power of procuration.
§ 6
The share capital is NOK 3,972,931.875 fully paid up and divided on 158,917,275 shares, each with a nominal value of NOK 0.025.
§ 7
The company’s board of directors shall consist of three to seven members.
§ 8
The company shall have a Nomination Committee.
The Nomination Committee shall make recommendations to the General Meeting regarding election of shareholder-elected members of the Board of Directors, remuneration to the members of the Board of Directors, election of members to the Nomination Committee and remuneration to the members of the Nomination Committee.
The Nomination Committee shall consist of two to four members who shall be shareholders or representatives of shareholders. The members of the Nomination Committee, including the Chair of the Nomination Committee, are elected by the General Meeting for a term of one or two years. The members of the Nomination Committee can be reelected. Remuneration to the members of the Nomination Committee is determined by the General Meeting.
§ 9
The board of directors may decide that Shareholders who wishes to attend the general meeting must provide a notification to the company. Such notification must be received by the company no later than two business days prior to the general meeting, unless the board, prior to sending the notice of the general meeting, determine a later date for the notification.
Documents relating to matters which shall be considered at the general meeting need not be sent to the shareholders if the documents are made available to the shareholders on the company’s websites. This also applies for documents which according to law shall be included in or attached to the notice to the general meeting.
The board of directors may decide that shareholders may submit their votes in writing, including by use of electronic communication, in a period prior to the general meeting.
§ 10
The company’s ordinary general meeting shall consider the following:
1) Approval of the annual accounts and annual report, including distribution of dividend.
2) Other matters which according to law or articles of association shall be dealt with by the general meeting.
IR policy
Scatec is committed to communicate with the financial market in a precise and consistent manner.
The investor relations activities will seek to ensure that market participants receive correct, clear, relevant and up-to-date information in a timely manner, taking into account the requirement for equal treatment of all participants in the securities market. Scatec has adopted a separate manual on disclosure of information, which sets forth the Company’s disclosure obligations and procedures.
The Company has procedures for establishing discussions with important shareholders to enable the board to develop a balanced understanding of the circumstances and focus of such shareholders. Such discussions shall be done in compliance with the provisions of applicable laws and regulations. All stock exchange announcements, half year reports and presentations, other public presentations and press releases are made available on the company’s website www.scatec.com together with other relevant information.
All information distributed to the Company’s shareholders will be published on the Company’s website at the same time as it is sent to shareholders. Scatec holds open presentations in connection with the financial reporting, and these presentations are broadcasted live via webcast. All relevant dates are published in the financial calendar.
The Company has procedures for establishing discussions with important shareholders to enable the board to develop a balanced understanding of the circumstances and focus of such shareholders. Such discussions shall be done in compliance with the provisions of applicable laws and regulations.
Tax policy
Scatec pursues a responsible, fair, and transparent approach to tax, and applies the highest tax compliance standards in all relevant jurisdictions.
A general principle that guides the company’s approach is that taxes will be collected in the jurisdiction in which the economic value is created. Scatec is committed to follow the best practices of responsible taxation and tax governance, including international principles and recommendations, such as the Organisation for Economic Co-operation and Development (OECD) Compliance and Risk Management standard.
The purpose of the Policy is to present the Scatec Group’s position and principles regarding taxes across the jurisdictions in which we operate, including our compliance, transfer pricing and risk management.