Tasks for the Board of Directors

Appointed by Shareholders at the General Meeting, the Board of Directors is the central governing mechanism between shareholders and executive management. The members of the Board of Directors is selected in light of an evaluation of the company's need for expertise, capacity and balanced decision making, and with the aim of ensuring that the Board of Directors can operate independently of any special interests and function effectively as a collegial body. At least half of the members of Board of Directors shall be independent of the company's management and its main business connections. At least two of the shareholder-elected members of the Board of Directors shall be independent of the company's main shareholder(s). The current Otello Board of Directors meets these criteria. Otello's Board of Directors carefully performs its oversight function and is at all times closely monitoring major developments. Briefly summarized, some of the tasks of the Board's Directors includes:

  • Ensure compliance with applicable laws
  • Consider the interests of Otello's different stakeholders
  • Reviewing and guiding corporate strategy, major plans of action, annual budget and business plans; setting performance objectives; monitoring implementation and corporate performance; and overseeing major capital expenditures.
  • Selecting, monitoring, and, when necessary, replacing key executives and Director's and overseeing succession planning
  • Reviewing key executive and Board remuneration
  • Monitoring and managing potential conflicts of interest of management, Director's and shareholders, including misuse of corporate assets and abuse in related party transactions.
  • Ensuring the integrity of Otello's accounting and financial reporting systems, and that appropriate systems of control are in place.
  • Monitoring the effectiveness of the governance practices under which it operates and making changes as needed
  • Overseeing the process of disclosure and communications

A more in-depth description of the Board's duties can be found on the Rules Of Procedure for the Board of Directors of Otello Corporation ASA page.

Otello has recently amended its Articles of Association so as to establish a Nomination Committee which will be responsible for making recommendations to the General Meeting as to the election of members of the Board of Directors. The first election of members to the Nomination Committee will take place at the General Meeting in 2004.

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