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Corporate Governance
REC Silicon is a Norwegian public limited company, listed on the Oslo Stock Exchange, and is subject to Norwegian securities legislation and stock exchange regulations. REC Silicon endorses the Norwegian Code of Practice for Corporate Governance issued by the Norwegian Corporate Governance Board. The Board of Directors has adopted a report on Corporate Governance in accordance with the Code of Practice.
Meeting - May 14, 2024
Annual General Meeting
Format: Digital Meeting
Documentation
See also: REC Silicon Annual Report
Meeting - May 2nd, 2022
Extraordinary General Meeting
Format: Digital Meeting
Documentation
Corporate Governance
The Board of Directors
The Board of Directors seeks to provide effective governance of business and affairs to ensure long-term benefits of REC Silicon’s stakeholders, and puts emphasis on transparency and equal treatment of its shareholders.
Approved and implemented Corporate Governance principles are built on a set of rules and procedures, which, along with the charters and key practices of the Board Committees, provide the framework for the governance in REC Silicon. The Board will annually review the Corporate Governance policy.
Corporate Governance
REC Silicon's business
The purpose of the Company is described in the Articles of Association § 3:
“The Company’s purpose is development and sale of products and services related to renewable energy sources, and to perform other financial operations related to such. The Company may, through subscription of shares or in any other ways, including granting of loans, acquire interests in other companies with identical or similar purposes.”
REC Silicon believes the solar industry will play a key role as a long-term supplier of sustainable energy and its business is focused on delivering silane and polysilicon products new process and product technologies as well as through continuous productivity improvement.
Corporate Governance
Equity and dividend
REC Silicon’s ambition is to give its shareholders a high and stable return on their investment and to be competitive compared with alternative investment opportunities with comparable risk.
This should be achieved, first and foremost, through strong and profitable growth. To support committed investments and productivity improvements, the Board believes retained earnings should be put to profitable use within the Company. Accordingly there has been no distribution of dividends to the shareholders since the Company was publicly listed in 2006. The Board considers this approach most likely to continue for the next few years. The Board will, however, make a yearly assessment based on the goals and strategies and the financial results of the Company.
Shareholders
REC Silicon has one class of shares and each share confers one vote at the general meeting. The Articles of Association contain no restrictions on voting rights.
Committees
The Board has established one committee, the Audit Committee. Read more about the responsibilities of the committees in the Board of Directors’ report on Corporate Governance in the Annual Report.
The Articles of Association sets out that the Company shall have a Nomination Committee with three members. The members are elected by the AGM for a term of two years and the AGM appoints the chairman of the committee.
Corporate Governance
Code of Conduct
The REC Silicon Code of Conduct provides all our clients and employees with a clear understanding of our ethical framework and the way we do business.
It is vital that each of us makes a commitment to contributing to the success and reputation of REC by acting according to the highest standards of ethical business conduct.
All employees, officers and directors of REC Silicon are required to comply with all aspects of the code. As employees, we are required to address any questions or concerns related to proper conduct with our immediate superior or other appropriate persons.
The Code of Conduct is a statement of REC Silicon’s commitment to doing business the right way. It’s about never being in any doubt about which path to take. It’s about never compromising for any reason. It is a clear and unambiguous resource to call upon under all circumstances.
Articles of Association
The name of the Company is REC Silicon ASA. The Company is a public limited liability company.
The Company’s business address is in the municipality of Bærum, Norway.
The Company’s purpose is development and sale of products and services related to renewable energy sources, and to perform other financial operations related to such. The Company may, through subscription of shares or in any other ways, including granting of loans, acquire interests in other companies with identical or similar purposes.
The Company’s share capital is NOK 2,569,256,972 divided into 2,543,818,785 ordinary shares and 25,438,187 A-shares, each with a nominal value of NOK 1 (NOK one). The shares shall be registered in the Norwegian Central Securities Depository.
The A-shares have the following particular rights:
Each A-share has voting rights corresponding to ten ordinary shares. Further, each A-share has right to dividends corresponding to the dividend right of an ordinary share multiplied by ten (so that each A-share as regards calculation of dividend per share in the company shall be regarded as 10 shares). Otherwise, the shares shall have equal rights.
The A-shares shall be converted automatically to ordinary shares upon the completion of the share capital reduction mentioned in item 1 by reduction of the par value per share from NOK 1 to NOK 0.10, by the split and conversion of each A-share to 10 ordinary shares. The nominal value will thereby become NOK 0.10. By the share split the special rights of the A-shares shall terminate so that the A-shares become ordinary shares.
The Company’s Board of Directors shall consist of three to twelve members. The Chairman of the Board shall be elected by the Board Members. In the event of an equality of votes, the Chairman has the casting vote. The Board Members are elected for a period of one year at a time.
The Company shall have a Nomination Committee. The Committee shall consist of three members. The members of the Committee shall be elected by the Company’s General Meeting, who also appoints the Committee’s Chairman. The Ordinary General Meeting shall also lay down the rules of procedure for the Committee’s work.
The right to sign on behalf of the Company is assigned to the Chairman and one Board Member jointly. The Board may grant power of procuration.
Transfer of shares is not conditioned upon the Board’s approval. The shareholders have no pre-emptive rights upon the transfer of the company’s shares.
The Ordinary General Meeting shall be held annually before the end of June. General Meetings shall be held in the municipality where the Company has its registered business address or in Oslo.
The call shall specify the agenda for the meeting.
The General Meeting shall consider the following:
1. Approve the financial statements and the annual report, including the allocation of profits or deficits.
2. Determine remuneration to the Board of Directors and approve remuneration to the Auditor
3. Elect Board Members and Auditor
4. Other issues that shall be considered by the General Meeting according to law or the Articles of Association
Extraordinary General Meeting shall be held whenever the Board deems it necessary. The Board shall also call for an Extraordinary General Meeting when the auditor or shareholders who together represent at least five percent of the share capital demand it in writing in order to have a specific item considered.
The call shall specify the issues to be considered. The Board shall ensure that such General Meeting is held no later than one month subsequent to the date it was required to have such General Meeting. On the extraordinary General Meeting only the issues specified in the call shall be considered, unless all shareholders approve otherwise.
When documents pertaining to matters to be handled at a general meeting have been published at the Company’s website, the requirement in the Public Limited Liability Companies Act that such documents shall be distributed to the shareholders does not apply. This includes documents that according to statutory requirements shall be distributed to the shareholders together with the notice of a general meeting. A shareholder may however request to receive the documents by mail.
The Company may in the notice of a General Meeting state that shareholders who wish to participate in the General Meeting, shall notify the Company of this within a specific time limit. The time limit cannot expire earlier than five days prior to the General Meeting. Shareholders who have not given notice within the time limit may be denied participation.
A shareholder has the right to have matters considered at the General Meeting. The matter shall be provided to the Board in writing no later than seven days prior to the time limit for notice of the General Meeting together with a proposal for resolution or reasons for why the matter is put on the agenda. If the notice has already been distributed, a new notice shall be distributed if the time limit for notice to the General Meeting has not expired. A shareholder also has the right to put forward a proposal for resolution.
The Board of Directors may decide that shareholders may cast written votes in advance on items that are to be considered at the Company’s general meetings. Such votes may also be cast through electronic communication. The possibility of voting in advance is contingent upon the existence of a satisfactory method for verifying the identity of the voter. The Board of Directors may establish more detailed guidelines for written advance votes. It shall be evident from the notice of the general meeting whether voting in writing in advance of the general meeting is allowed, and which guidelines, if any, have been established for such voting.
In order for a shareholder to be entitled to exercise its rights to attend and to vote on the general meeting, the shareholder’s holdings of shares must be registered with the Company’s share register the fifth (5th) business day prior to the day the general meeting is held (the record date).
Latest amendment May 9, 2019.
(in-house translation)
Corporate Governance
Whistleblower Reporting System
REC Silicon is committed to doing business the right way, every time. We each have a role in maintaining the highest integrity. We each have an obligation to do the right thing and report wrongdoing when it occurs. Please see our commitment to human rights, business ethics and personal integrity in our Code of Conduct.
Welcome to REC Silicon’s confidential reporting system. We want to thank you for taking the time to express your concerns. REC values our employees and those we do business with and wants everyone to feel they have a place where they can raise concerns (even anonymously) that will be reviewed by management.
This service is provided through IntegrityCounts, a reporting system administered by WhistleBlower Security Inc., an independent company.
The Whistleblower Program is a safe, confidential way to communicate your concerns if you feel your voice is not being heard, or you don’t feel comfortable raising an issue with your supervisor or leader.