Following a resolution by Bedriftsdemokratinemda (Corporate Democracy Committee) on 30 August 2006, BWG Homes does not have its own corporate assembly. According to this resolution the three employee representatives with deputies are elected by and from the company’s employees. The General Meeting elects the Board after considering the recommendations of the nomination committee.
Composition of the Board of directors
Board members are elected according to BWG Homes’ need for expertise, capacity and balanced decisions. The composition of the Board will ensure that it can operate independently of any special interests and function effectively as a collegiate body.
The Board of BWG Homes consists of seven members – four shareholder-elected members and three employee representatives. Three of the Board members (two shareholder-elected and one employee representative) are women. The shareholder-elected members have extensive experience in the housing sector, property development, finance and law in Norwegian and Swedish companies.
The four shareholders-elected Board members were elected by the 2009 annual general meeting for a two-year term of office. They are Harald Walther (chairman), Eva Eriksson (deputy chairman), Hege Bømark (member) and Petter Neslein (member). The three employee representatives were elected by and from the company’s employees on 16 September 2008 for a two-year term of office. Board members’ CVs are published in the annual report, and their shareholdings are reported in note 23. Updated CV and information on share ownership can also be found on the company’s website.
BWG Homes ASA and its subsidiary Block Watne AS have the same employee representatives.
The Board’s independence
The majority of the shareholder-elected Board members do not have any association with BWG Homes’ management, its important business associations and principle shareholder(s).
Chairman Harald Walther is a lawyer with his own law business. Part of this business includes carrying out assignments for BWG Homes and in more limited extent also for its subsidiaries. The entire Board is informed of these assignments and fees for them are approved by the Board. In 2009, Harald Walther among other matters performed assignments in connection with the share issue in February and March. See also note 8 to the consolidated income statement, which contains an itemisation of fees paid in 2009. Harald Walther does not have any connection with BWG Homes’ important business associations.
CEO
CEO Lars Nilsen is chairman of the Board of the subsidiaries Block Watne AS, BWG Homes AB and Hetlandhus AS. He is not a member of the Board of BWG Homes ASA.
Election of the Board
According to the articles of association, the Board of BWG Homes shall consist of between five and seven members. In accordance with the agreement approved by the Corporate Democracy Committee, three of the Board members and their deputies are elected by and from the employees. The general meeting elects the shareholder-elected Board members after considering the recommendations of the nomination committee. The chairman and deputy chairman are elected by the general meeting. Board members are elected for a term of two years. Remuneration of the Board is decided by the general meeting following a recommendation from the nomination committee.
Information on Board members and candidates
Relevant information about Board members can be found in the annual report and on the company’s website. Detailed information about candidates is also available on the company’s website.
Board members’ holdings
The shareholdings of Board members and executive management are reported in note 23. An updated list is also available on the company’s website.