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CORPORATE GOVERNANCE AND SOCIAL RESPONSIBILITY
Eltek acknowledges its responsibilities to a broad set of stakeholders, and has developed and implemented corporate social responsibility principles applicable to the whole organization, its Board members, managers, employees, hired staff, consultants, intermediaries, and other acting on Eltek’s behalf. The principles for Corporate Social Responsibility and Corporate Governance are available on the company’s website.Eltek’s Code of Conduct is designed to ensure ethical business practices in all markets and applies to all employees in all Eltek companies around the world. The company has also established and implemented policies with regards to strategy, delegation of authority, accounting and financial reporting, internal transactions, risk management, tax, treasury, procurement, human resources, anticorruption, information technology, and communication.
Eltek seeks compliance with the recommendations in the Norwegian Code of Practice for Corporate Governance, as described in the following.
The scope of Eltek’s business activity is stated in the company’s articles of association, and the company has defined clear goals and strategies within the framework of its mission statement. The object of the company is development, production and sale of equipment and services within the sectors of energy supply, data- and telecommunications and other activities, also through ownership and participation in other companies.
The Board of Directors would propose to distribute to the Shareholder any distributable equity exceeding the company’s capital requirements. The Board of Directors will generally seek to obtain authorizations to execute capital increases only for defined purposes. In the case that capital will be raised for several purposes, each purpose will be put forward for consideration by the General Meeting. Authorizations are valid until the following ordinary general meeting. As of the date of this Annual Report, the Board of Directors’ authorizations to execute capital increase or buy back own shares are limited as follows: a power of attorney to increase the share capital up to NOK 3 million in connection with the company’s option program and executive management’s performance based share purchase program.
Eltek has one class of shares, and one share carries one vote. The articles of association include no limitations to trading. Any deviations from existing shareholders’ pre-emptive rights have been and will be explained in the case of capital increases. If Eltek should purchase own shares, the trading will be executed over Oslo Stock Exchange under normal trading terms.
In the case of material transactions between the company and shareholders, members of the Board or key employees or associated parties, the Board of Directors will seek independent, third-party value estimates, unless the transaction is being presented to the General Meeting. The Board of Directors will also seek independent valuation in the case of transactions between subsidiaries with minority shareholders, except for ordinary business transactions on general market terms. Eltek’s guidelines are designed to secure that Directors and key employees report to the Board of Directors if they directly or indirectly have significant interests in transactions entered into by the company.
The General Meeting is normally hosted at the company’s premises in Drammen, although it may be held in Oslo. Notice of the General Meeting will be sent to all shareholders with known address at least 21 days in advance, together with the agenda and the proposal from the nomination committee. The notice will be formed in compliance with the recommendations.
Copyright 2010 Eltek ASA • Date: 2010.9.4 • Disclaimer • Phone +47 32 20 32 00 eltek@eltek.com