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Scanship Holding ASA is a Norwegian public limited company. The Company seeks to comply with the applicable legal framework, and endorses the Norwegian Code of Practice for Corporate Governance (Norwegian: “Norsk anbefaling for eierstyring og selskapsledelse”), issued by the Norwegian Corporate Governance Board, most recently revised on 23 October 2012.

This Corporate Governance Policy for the Company is adopted by the board of directors of the Company on 14 March 2014 and is based on the Code.

The Board shall ensure that the Company at all times has sound corporate governance. The Company emphasizes independence and integrity in all matters between the Company and members of the Board, management and shareholders. The Company is required to report annually on the principles and practices related to corporate governance. The report will be published as a part of the annual report and will also be available at the Company’s website. The report is built on a «comply or explain» principle, pursuant to which deviations from the Code will be explained.

Corporate Governance Policy
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Articles of Association

As of 7 April 2014

§ 1 – Company name

The company's name is Scanship Holding ASA. The company is organized as a public limited company.

§ 2 – Registered offices

The company's registered office is in the municipality of Bærum, Norway. The general meeting may be held in the municipality of Oslo, Norway.

§ 3 – Company business

The objective of the company is production, delivery and maintenance of systems for processing and purifying waste water, food waste, solid waste and bio sludge and other types of waste from vessels and offshore installations, including interests in other companies with similar business.

§ 4 – Share capital

The company’s share capital is NOK 9,550,552.50, divided into 95,505,525 shares, each with a nominal value of NOK 0.10. The company’s shares shall be registered in the Norwegian Central Securities Depository.

§ 5 – Board of directors

The company's Board of Directors shall consist of 3 to 7 members, according to the decision of the general meeting.

§ 6 – Nomination committee

The company shall have a nomination committee. The nomination committee shall consist of two or three members by, according to the decision of the general meeting. The members of the committee, including the chairman, shall be elected by the general meeting. Unless otherwise resolved by the general meeting, the elections shall be held every two years. The nomination committee shall make recommendations to the general meeting for the election of board members and members of the nomination committee and the board of director’s remuneration. The remuneration of the members of the nomination committee shall be proposed by the board of directors and resolved by the general meeting. The general meeting may establish guidelines for the nomination committee.

§ 7 - Signatory rights

Two board members jointly have the right to sign on behalf of the company.

§ 8 – General meeting

Documents relating to matters to be considered at the general meeting, including documents which shall, according to law, be included in or attached to the notice of the general meeting, do not need to be sent to the shareholders if the documents are made available on the company’s website. A shareholder may request to receive the documents concerning matters which are to be discussed at the general meeting. The annual General Meeting shall deal with and decide the following matters:

  • Approval of the annual accounts and the annual report, including distribution of dividend.
  • Other issues, which according to the law or the Articles of Association come under the General Meeting.