1、Nemko Group Board of Directors Policies Issued:09/08 Subst：(n ew) Prep by:LJA Appr by:DT Page：1 of 4 Objective The purpose of this policy is to give guidelines for the work of the Board of Directors and their tending of releva nt issues In additi on, the Preside nt work tasks and responsibilities to

2、 the Board of Directors are specified The tasks of the Board of Directors 2. 1 General tasks The Board of Directors tasks and responsibilities shall be according other laws, the by-laws to local corporate and of the company, guidelines from the owner* present policysmeetings and the The Board has th

3、e following main tasks: a) Being in charge of managing the company b) Oversee that the operations are in accordance with the companies by-laws and guidelines given by the owner* smeeting. c) Provide a satisfactory organization of the company, and oversee that registration and documentation of accoun

4、ts and assets are under satisfactory con trol. d) Hire, and if required, term in ate or fire the Preside nt, plus decide the Preside nt salary, other compe nsati ons and employme nt con diti ons e) Oversee the Preside nt man ageme nt of the operati ons The Board shall in general treat all items whic

5、h are of great importance to the company or of an un usual n ature, uni ess the Board in special cases has give n the Preside nt the power to make the decision or if a delay for awaiting the decision of the Board will cause substantial harm to the companys activities The Board con siders and decides

6、 the compa nys budget, three -year pla n, the ann ual accounts and the annual report in correspondencewith the time plan, which is given in section 543. 3 If the balance shows that 50 % of the share capital has been lost, the Board shall without delay call an owner meet ing and propose &cti ons whic

7、h will give the compa ny an acceptable share capital, alter natively to close the compa ny. The followi ng in structi ons are valid for the relati on ship betwee n the Board and the Own er s meeti ng： a) Issues which are considered to be of great importance for the company scope or to a considerable

8、 degree will change the 2.2 activities of the company, shall be prese nted to an Own er s meet ing before the Board makes its decisi on. The relati on ship b) between the Board and the Own ers meet ing The Board cannot without the san cti on of an Own er s meeti ng en ter an agreement to participate

9、 in a company or a joint venture where Nemko has an un limited resp on sibility for the com mon activities, total commitme nts or for parts of these c) The members of the Board have the right to be present and speak in an Own er s meet ing The Chairma n of the Board or his substitute has an obligati

10、 on to be prese nt uni ess this is con sidered not to be n ecessary. d) 3. 1 The Chairman of the Board is responsible for arranging board meetings as often as required Members of the Board and the Meeting plan Preside nt can require that a board meeti ng is called. Normally there will be 2 4 board m

11、eetings annua11y. A meeting plan for the ordinary Procedures of the Board Board of Directors Policies Issued:09/08 Subst：（n ew） Prep, by：LJA Appr by:DT Page：2 of 4 board meetings for the following year is normally decided in the last board meeting previous year. of the 3.2 The Preside nt is resp on

12、sible for prepari ng satisfactory docume ntati on for items prese nted for board decisions The Preparati ons for agenda and the board documents shall normally be issued one week before the meeting Meeti ng Extraord inary board meeti ngs may be called for urge nt matters Un der such circumstances the

13、 board meeting may be arranged as a telephone meeting and/or a video conference if the Board Chairman finds that to be satisfactory and all legal requirements are fulfilled calling a Board 3.3 The Preside nt has the right to be prese nt and to speak at Board Meeti ngs uni ess the Board in special ca

14、ses decides otherwise The right of the Preside nt and Other representatives of the management. specialists or others who have releva nt 牡喝命仕OhMing Board Meetings information can be given the opportunity to be present during the whole Board Meeting or under the discussion of special items as long as

15、none of the Board Members have any objecti ons The company auditor shall be present during the board meeting if this is desired by one of the Board Members or by the auditor himself The auditor shall participate in the board meeting where the annual accounts are being considered 3.4 The board meetin

16、gs are chaired by the Chairman of the Board or in his absenee his substitute The Board itself will select a Proceed ings chair person if none of these are present If the votes are equal, the mat ter is decided by a draw. A Board Member should not participate in the consideration or decision of quest

17、ions which have special importance to the 3. 5 Board Member himself, or somebody close to the Board Member so he can be considered to have a strong personal or economic Disqualificati on special interest in the case. The Board has a quorum when at least 50 % of the board members are present However,

18、 the Board should not make a decision unless all members, as far as possible, have been given the opportunity to participate in the consideration of the case Any 3.6 abse nt. nominated substitute should be called if a Board Member has given notice of being Quorum and voting rules Board decisions or

19、resolutions are carried by the majority of the meeting members or by the chairperson in case of a tie. 3. 7 Minutes of meet ing Minutes shall be written Members All decisions the next board meeting min utes. from the board meetings and be signed by all attending Board shall be protocolled accurately

20、. The signing is normally done at Absent Board Members sign that they have reviewed the board by a Board Member or the Preside nt shall be no ted in the board Disagreeme nt mi nutes. 4 The Preside nt tasks and obligati ons to the Board 4. 1 The Preside nt is resp on sible for the daily man ageme nt

21、of the compa ny and shall follow guidelines and General duties instructions given by the Board The daily management does not include items of large consequences or unusual nature for the compa ny. Such cases can only be decided by Preside nt if the Board in special cases have given him the authority

22、 to do so, or if a delay by awaiting the Board Secision Board of Directors Policies Issued:09/08 Subst：(n ew) Prep, by：LJA Appr by:DT Page：3 of 4 will cause considerable harm to the company. The Preside nt is resp on sible for proper registrati on of the compa ny that the documentation of company ac

23、counts are in correspondence with the laws and regulations and that the company assets are safeguarded. The Board or an in dividual Member of the Board can dema nd that the Preside nt provides detailed information about special cases. 5 421 In troductio n 4.2 This secti on provides in structi ons ab

24、out the powers of the Preside nt in certa in areas However, the in structi ons Powers of the do not give a complete descripti on of the Preside nt powers In additi on, they do not imply any limitatio n on the Preside nt Preside nt discreti on to delegate powers to his co-workers 5.422 Large investme

25、nts The Preside nt can make decisi ons about large in vestme nts after approval by the Board of Directors His power to make smaller investments are specified in a special authority chart for the company. 5.4.2.3 Financial transactions The Preside nt decides replaceme nts of curre nt assets, loa n en

26、 gageme nts and the use of financial instruments as long as they are within the limitations which follow from by-laws and the instructions given by the Board at all times 5 4.3.1 Preparation of Board items 4.3 The Preside nt s obligations with respect to Board items The Preside nt is resp on sible f

27、or prepari ng satisfactory docume ntati on for Board items so that the Board can make in formed decisi ons 5.4.3.2 Monthly reports The Preside nt shall through mon thly reports keep the Board updated on achieved results and prospects for the future 5. 4. 3. 3 Annual accounts and report The annual ac

28、counts and reports shall be submitted to the Board no later than the end of February Final approval before March 15. of the accounts shall normally be done 5. 4. 3. 4 Budget The budget proposal shall be presented to the Board for approval during the month of November. 5.4.3.5 Three year plan During

29、the first half year the Preside nt shall develop a revolv ing three year pla n to be presented to the Board. 5. 4. 3.6 Health, environment and safety The Preside nt shall keep the Board posted on developme nts withi n health, en viro nmen tai and safety aspects. 3. 4. 3. 6 Other items The following

30、items shall be presented for resolution by the Board: a) Hiring/termination and signing of agreement with employees reporting directly to the Preside nt. b) Share investments c) Collaterals for third party or companies outside the group Board of Directors Policies Issued:09/08 Subst：(n ew) Prep, by：LJA Appr by:DT Page：4 of 4 d) The en teri ng into or term in ati onofun usual agreeme nts e) Signature ofcourt cases and disputes f) The start ofprocesses or settlementsofconsiderable importance within or outside the courts. g) Other issuesof considerable economicorother impo