Navamedic recognises good corporate governance as an important element in the group’s corporate culture and the Board of Directors has adopted a Code of Conduct to be followed by all company personnel. The company aims to maintain good and open communication in order to encourage confidence in the group’s activities.
Navamedic policy in the area of corporate governance is based on the following items:
- Navamedic will lead an open, reliable and relevant communication with the outside world about its activities and matters relating to corporate governance.
- Navamedic will have a board that is independent of the Group’s management and business.
- It should be emphasized that there are no conflicts of interest between shareholders, board of directors and management. If conflicts arise, there should be procedures to handle this in a professional way.
- Navamedic should have a clear division between the board and management.
- All shareholders are treated equally.
ARTICLES OF ASSOCIATION FOR NAVAMEDIC ASA
(unofficial translation as of 28 May 2019)
The company’s name is Navamedic ASA. The company is a public limited company.
The company’s registered office is in the municipality of Oslo.
The Company’s purpose is to develop, produce, market and sell pharmaceuticals and related products, provide connected consulting services and invest in related business.
The company’s share capital is NOK 11,867,673, divided into 11,867,673 shares. The shares nominal value are NOK 1.
The company’s board of directors shall consist of minimum 3 and maximum 7 directors pursuant to the further decision of the general meeting.
The company shall have a nomination committee. The nomination committee shall consist of two to three members. At least two of the members shall be shareholders or represent the shareholders. The nomination committee shall propose candidates to the annual general meeting in election of board members. The nomination committee shall also submit proposals on board remuneration. The term of the members of the nomination committee shall be up to 2 years at a time.
The ordinary general meeting shall consider and resolve approval of the annual accounts and the annual report.
Shareholders who wish to attend the general meeting must give notice to the company no later than three days prior to the general meeting in accordance with the board of directors detailed instruction.
Documents concerning matters to be considered at the general meeting may be made available on the company’s website. This is also applicable for documents that by law shall be included in or attached to the notice. In case documents are made available in such manner, the statutory requirements for distribution to shareholders shall not be applicable. A shareholder still have the right to receive documents concerning matters to be considered at the general meeting upon request.
The company’s shares shall be freely transferable.