SATS considers good corporate governance to be a prerequisite for value creation and trustworthiness, and for access to capital. In order to secure strong and sustainable corporate governance, it is important that SATS ensures good and healthy business practices, reliable financial reporting and an environment of compliance with legislation and regulations across the Group.
SATS has governance documents setting out principles for how its business should be conducted. These apply to all of SATS’ subsidiaries as well as SATS itself. SATS’ governance regime is approved by SATS’ board of directors.
Applicable rules and regulations
SATS is incorporated and registered in Norway and is subject to Norwegian law. SATS’ shares are listed on the Oslo Stock Exchange (Nw. Oslo Børs). As a Norwegian public limited liability company listed on Oslo Børs, SATS must comply with the Norwegian Securities Trading Act and Regulation, the Continuing Obligations for Companies Listed on Oslo Børs, the Norwegian Public Limited Liability Companies Act and all other applicable laws and regulations.
The Company endorses the Norwegian Code of Practice for Corporate Governance (Nw.”Norsk anbefaling for eierstyring og selskapsledelse”), issued by the Norwegian Corporate Governance Board, most recently revised on 17 October 2018 (the “Code”). The Code is based on “the comply or explain principle” whereby listed companies must comply with the Code of Practice or explain why they have chosen an alternative approach. SATS will follow the Code, and any deviation from the Code will be included in a statement in the annual report in the section where the Company elaborates on its corporate governance policy.
Main objectives for corporate governance in SATS
Corporate governance in SATS involves the set of relationships between the Company’s management, its board, its shareholders and other stakeholders. Corporate governance also provides the structure through which the objectives of the company are set, and the means of attaining those objectives and monitoring performance are determined. The SATS governance structure consists of:
- The shareholders annual general meeting (AGM) elects the Board of Directors (BoD) after input from the Nomination Committee.
- The BoD that sets the strategic direction and overall organization of the Company, hires the Chief Executive Officer (CEO), and monitors performance, risks and controls.
- The CEO, who operationalizes and implements BoD strategies and directions, is responsible for the day-to-day management of the Company, and reports back to the BoD.
- Group functions who support the CEO in maintaining group-wide policies and oversight, and follow up on group-wide initiatives.
- The Business Units that have been delegated responsibility for achieving business objectives.
SATS’ corporate governance policy is based on the Code and, as such, it is designed to establish a basis for good corporate governance and to support achievement of SATS’ core objectives on behalf of its shareholders, including the achievement of sustainable profitability for the shareholders. The manner in which SATS is governed is vital to the development of its value over time. SATS believes that good corporate governance involves openness and trustful cooperation between all parties involved in the Group: the shareholders, the board of directors and executive management, employees, customers, suppliers, public authorities and the society in general. By pursuing the principles of corporate governance, approved by SATS’ board of directors, the board of directors and management shall contribute to achieving the following objectives:
Openness. Communication with the interest groups of SATS shall be based on openness on issues relevant for the evaluation of the development and position of the Company.
Independence. The relationship between the board of directors, the management and the shareholders shall be based on independence. Independence shall ensure that decisions are made on an unbiased and neutral basis.
Equal treatment. One of SATS’ primary objectives is equal treatment and equal rights for all of its shareholders.
Control and management. Good control and corporate governance mechanisms shall contribute to predictability and reduce the level of risk for shareholders and other interest groups.