Corporate Governance
The General Meeting is the company’s highest authority. The Annual General Meeting is held each year. In addition, Special General Meetings may be convened if necessary. Below, notices of General Meetings, Minutes from General Meetings, and other relevant documents will be published.
The Nomination committee nominates candidates for the election of shareholder-elect board members, including the chairperson of the board of directors. The Nomination Committee’s responsibility is that the board of directors should be composed in such a manner that the interests of the shareholders and the Company's need for collective skill, expertise and diversity are maintained. The Nomination Committee also proposes remunerations of the directors at the Annual General Meeting.
The Committee is elected by the Annual General Meeting and consists of 2 to 4 members. The majority of the members shall be independent from the board of directors and the executive management.
The Company intends to appoint a nomination committee at the 2022 annual general meeting of the Company.
Please find the full bye-laws document here.
AutoStore™ considers good corporate governance to be a prerequisite for Value creation, trust from stakeholders, and access to capital.
In order to secure sound and sustainable corporate governance, it is important that the Company ensures good and healthy business practices, reliable financial reporting, and an environment of compliance with applicable legislation and regulations across the Group structure.
The Company has adopted and implemented a corporate governance regime, which was effective from the date the listing application was sent to the Oslo Stock Exchange (October 11, 2021). The corporate governance policy is based on, and to a large extent in compliance with, the Corporate Governance Code. The corporate governance policy has the following deviations from the Corporate Governance Code:
Deviation from section 2 "Business": In accordance with common practice for Bermuda exempted companies, the objectives of the Company are not specifically described in the Company's Memorandum of Association, being are wider and more extensive than recommended by the Corporate Governance Code.
Deviation from section 3 "Equity and dividends": Pursuant to Bermuda law and in accordance with common practice for Bermuda exempted companies, the Board of Directors may issue any authorized but unissued shares in the Company, subject to the Bye-laws and any resolution of the Company's shareholders to the contrary. Further the Company may purchase its own shares for cancellation or acquire them as treasury shares, in accordance with the Bermuda Companies Act. The powers of the Board of Directors to issue shares or purchase shares (for cancellation or to be held as treasury shares) are neither limited to specific purposes nor to a specified period as recommended in the Corporate Governance Code.
Deviation from section 8 "Board of directors: composition and independence": Pursuant to the Bye-laws, the chairman of the Board of Directors will be elected by the Board of Directors, not by the general meeting.
Please visit our corporate governance policy for more information.
This investor relations policy (the "IR Policy") applies to AutoStore Holdings Ltd. ("AutoStore" or the "Company" and together with its subsidiaries, the "Group") and is based on Oslo Børs' recommendations for companies listed on Oslo Børs, in particular the Oslo Børs Code of Practice for IR, last amended on 1 March 2021.
1. MISSION
Investor relations shall provide the public with accurate, comprehensive and timely information to form a good basis for making decisions related to valuation and trade of the AutoStore share. The aim of providing such information is to reduce investors' risk and the volatility of the AutoStore share, and contributing to a pricing of the share that reflects the Company's underlying values and future prospects.
2. EQUAL INFORMATION
AutoStore's main communication channels are stock exchange releases, press releases and its own web pages (https://www.autostoresystem.com/) in order to secure that the same information is made available to all audiences simultaneously. Although AutoStore holds regular meetings for analysts, investors, journalists and employees, all material new information is first published on the stock exchange news platform www.newsweb.no and on AutoStore's' web pages.
AutoStore will provide a consistent level of information regardless of whether the news is positive or negative.
3. AUTHORISATIONS
AutoStore's spokespersons to the financial markets (investors, analysts and financial media) are any individual within the company that has been authorized by the chief executive officer. Questions from investors and financial analysts to other AutoStore employees shall be referred to the chief executive officer or whomever the chief executive officer appoints.
4. REPORTING DATES AND SILENT PERIODS
AutoStore publishes quarterly financial results according to its financial calendar. The financial calendar is published annually on AutoStore's web page and to the stock exchange. Ahead of announcing its quarterly results, AutoStore exerts caution with regards to information communicated externally, and the Company's representatives will during this period refrain from discussing the Company’s performance and prospects with analysts, investors, media or others, to minimize the risk of unequal information in the marketplace. The so-called "silent period" lasts for the last 30 days before a quarterly report is published.
5. GUIDING
The Company operates in accordance with a set of financial targets, established by the Company's board of directors. These financial targets govern the Group's operations within a defined strategic period. Other than these financial targets, the Company shall as a principle rule not publish specific guiding on the Group's future financial results. Any exceptional deviation from this principle rule shall be approved by the board of directors, and specifically communicated to the financial market.
6. COMPLIANCE
All disclosure, communication and reporting shall be in compliance with the applicable laws and regulations, in particular the Norwegian Securities Trading Act (as applicable), regulation (EU) No. 596/2014 on market abuse, as implemented in Norway in accordance with section 3-1 of the Securities Trading Act as of 1 March 2021 and as amended from time to time (MAR), the Norwegian Accounting Act and the Rule Books. The Company shall also comply with the relevant recommendations and market practices for reporting financial and other IR information. AutoStore complies with the Oslo Børs Code of Practice for IR of 1 March 2021.
