Comments to letter/memo from Lawyers Steenstrup Stordrange (Advokatfirma Steenstrup Stordrange DA, Stavanger)
We have been informed that above Lawyers have mailed a letter/memorandum to a number of “selected shareholders” after the Company’s (NOPE) last General Assembly on Dec. 27, 2007. We find it correct to comment upon some of the allegations which emerge from this Memorandum, while also referring to the Protocol of the General Assembly, which was published on NOPE’s internet home page.
It is pointed out that Mr. Lasse Berg Andersen was singled out before his time of service had been terminated which is correct, but the info that this also was the case regarding Mr. Tov Westby and Mr Arild Tolfsen has been omitted. All three of them were appointed in June 2007 and thereby have been in service for the same length of time. As known to all, these three were replaced by four new members of the Board, and the Board of Directors now consists of 5 people instead of earlier 4. The goal is to have a good and competent Board of Directors, all in consistency with “Norsk anbefaling Eierstyring og Selskapsledelse” (i.e. Norwegian recommendations regarding Owners’ Management and Company leadership) published by “Norsk Utvalg for Eierstyring og Selskapsledelse” (i.e. Norwegian Committee for Owners’ Management and Company Leadership), NUES:
“The Board of directors should be put together in such a way that it can take care of interests of the shareholders and the needs of the Company with regards to competence, capacity and diversity. It should also be taken into account that the Board should be able to function well as a loyal body of colleagues. The Board should be such that it will be able to act independently regardless of special interests. The majority of the shareholders’ chosen members should be independent of the (daily) management of the Company and main business partners/connections. A minimum of two of the shareholders’ appointed members should be independent of the Company’s main shareholders. The Board as a loyal body of colleagues has the responsibility to balance different interests with regard to promotion and encouragement of formation of values in the Company. The Board should consist of persons with a will and ability for cooperation.”
(Quotation from NUES).
Further, regarding election period and service period it says:
“Conditions regarding the needs of the Company and the demand for independency can be changed within a two year period. The shareholders (or the Staff Committee) should therefore evaluate every single shareholders’ elected member of the Board at least every other year.”
The frequent changes of the Board must be regarded in light of the different considerations which have to be taken into account and the missing results during the last years. The Shareholders have shown responsibility and elected such a Board of Directors as they find necessary with regards to the strategy and risk which is wanted by the Shareholders themselves. Nordic Petroleum ASA (NOPE) is of the opinion that demands of the Law has been followed, both with regards to the Boards handling of the summons and in the documentation mailed to the shareholders in connection with the scheduled election and meeting. Practice this time is also quite in accordance with earlier custom of the Company already known to the Shareholders. Reference is made to the General Assembly of June 2006 and June 2007, where election to the Board was on the Agenda. Neither of these two Assemblies had information regarding the names of the candidates for election to the Board. This was informed during the actual meeting, and thereafter the election could take place.
The General Assembly of June 2007 resolved a completely new Board of Directors, in spite of the fact that they had only been in service for a year, and something of the same took place in December of last year. The owners in the General Assembly have their full faculties to set aside the existing board before their service period is ended. The suggestions put forward by the Shareholders came during the meeting. Even if we will claim that the company custom is within the demands of the Law, it is however, our goal to improve this practice. It will therefore be put forward a suggestion to create a electoral committee in the next General Assembly. We invite all Shareholders to come to this meeting and let their opinions be known regarding these questions, as the General Assembly is the correct forum to exercise their influence towards the Board of Directors. We are of the opinion that the parties should now back down and rather focus on the Shareholders’ and the Company’s best interests, which is to take care of our common values through a constructive exchange of views, in the interest of all Shareholders.
On this background as stated above, we are of the opinion that the Company has done what is demanded by the Law (Allmennaksjeloven) and that the current Board of Directors has been legally elected and is valid under all circumstances.
Fredrikstad, March 31, 2008.
Nordic Petroleum ASA
The Board of Directors