Corporate governance

 

ARTICLES OF ASSOCIATION FOR NORDIC SEMICONDUCTUR ASA

English office translation. In case of discrepancies, the Norwegian version shall prevail.
 
(Effective from September 8 2020) 
 

Article 1

The company's name is NORDIC SEMICONDUCTOR ASA.


Article 2

The company is a public limited company.


Article 3

The object of the company is to develop and sell electronic equipment, integrated circuits, developing tools and related solutions. 


Article 4

The company's registered office is in the municipality of Trondheim.


Article 5

The share capital of the company is NOK 1.927.816,00 divided into 192,781,600 shares, each with a nominal value of NOK 0,01. The shares shall be registered in the Registry of Securities. 

Article 6

The board of directors of the company shall consist of minimum 3 and maximum 8 members, pursuant to decision by the general meeting. The members of the board of directors shall be elected for a period of one year, or until the next annual general meeting. The chairperson of the board of directors shall be elected by the general meeting. The deputy chairperson shall be appointed by the board of directors. 
 

Article 7 

The general meeting shall be held in the municipality of Trondheim or Oslo.
The annual general meeting shall: 
1. Adopt the annual accounts and report, including the application of the annual surplus, or covering of loss pursuant to the adopted balance sheet, and the distribution of dividend.
2. Elect members of the board of directors and members of the nomination committee. 
3. Adopt remuneration to the members of the board of directors and approve the remuneration to the auditor.
4. Address and decide any other matters which are referred to in the notice of the general meeting. 
The board of directors may decide that documents relating to matters to be dealt with by the general meeting, including documents which pursuant to statutory requirements shall be included or attached to the notice of the annual general meeting, shall not be sent to the shareholders if the documents are accessible on the company's website.   
 

Article 8

The company shall have a nomination committee. The nomination committee shall make proposals to the general meeting regarding candidates to the board of directors and the remuneration to the members of the board of directors. The nomination committee shall have three members, appointed pursuant to the instruction for the nomination committee. The chairperson of the committee shall be appointed by the general meeting. The instruction for the nomination committee shall be adopted by the general meeting. 
 

Shareholder Meetings

The general meeting is open to all shareholders and all shareholders have equal voting rights

English 2020 Minutes from Annual General Meeting
Norsk 2020 Protokoll fra ordinaer generalforsamling
Notice of AGM 2020
Norsk 2019 Minutes from annual general meeting
Norsk 2019 Protokoll fra ordinaer generalforsamling
Norsk Innkalling til ordinaer generalforsamling 2019
English Nomination Committee Report and Recommendations 2019
English Notice of Annual General Meeting 2019
Norsk Protokoll ekstraordinær generalforsamling 2018
English Minutes of Meeting from Extraordinary General Meeting 2018
English CV Birger Steen
English Minutes Annual General Meeting 2018
English Nomination Committee Report 2018
English Notice of Annual General Meeting 2018
English Notice of Extraordinary General Meeting 2018
Norsk Protokoll Generalforsamling 2018
Norsk Innkalling til Ordinaer Generalforsamling 2017
English Minutes of Annual General Meeting 2017
English Executive Compensation Declaration 2017
English Nomination Committee Report 2017
English Notice of Annual General Meeting 2017
Norsk Protokoll fra Generalforsamling 2017
Norsk Innkalling til Ordinaer Generalforsamling 2016
English Executive Compensation Declaration 2016
English Minutes of Annual General Meeting 2016
English Nomination Committee Report 2016
English Notice of Annual General Meeting 2016
Norsk Protokoll fra Generalforsamling 2016
English Executive Compensation Declaration
English Minutes of Annual General Meeting 2015
English Minutes of Extraordinary General Meeting 2015
English Nomination Committee - Terms of Reference
English Nomination Committee Report
English Notice of Annual General Meeting 2015
English Notice of Extraordinary General Meeting 2015
Norsk Protokoll fra Ekstraordinaer Generalforsamling 2015
Norsk Protokoll fra Generalforsamling 2015

Nomination Committee

Nordic Semiconductor has a Nomination Committee which is elected with a defined mandate during the Annual General Meeting. The Nomination Committee’s duties are to represent the interests of the shareholders in general, and propose qualified candidates for the Annual General Meeting’s election of the Board of Directors as well as propose the remuneration to the Board of Directors.

The Nomination Committee consists of three members who are shareholders or who represent the shareholders. The company's executive personnel are not represented on the Nomination Committee.

The members of the Nomination Committee are:

John Harald Henriksen

Viggo Leisner

Eivind Lotsberg

The deadline for submitting proposals to the Nomination Committee is two months before the Annual General Meeting. If you are interested in submitting a proposal to the Nomination Committee, please contact the company’s Chief Financial Officer Pål Elstad who will then provide instructions with how to contact the committee.