Corporate governance

Bonheur ASA (the Company) remains focused on continuously developing its established principles on good corporate governance.

Private Fred. Olsen related interests hold a total of 51.8 % of the Company’s shares. The day-to-day management of Bonheur ASA is performed by Fred. Olsen & Co., a management company of which Anette Sofie Olsen is the sole proprietor.

The governance structure surrounding Bonheur ASA has through decades proved to be both successful and resilient. In order to ensure there can be no doubt that within this governance structure decisions are taken in the interest of all shareholders of Bonheur ASA, the Company has over time implemented various measures and systems to further safeguard equal treatment of all shareholders and equally correct handling of potential conflicts of interest.

  • Three directors out of five, i.e. the majority of the Board of Directors of Bonheur ASA, are independent of both the Company’s main shareholders and of Fred. Olsen & Co.
  • The guidelines to the Board of Directors addresses i.a. questions on potential conflict of interest, and policies for reporting on and handling of potential conflict of interests are in place.
  • The Shareholders’ Committee has a supervisory function relative to both conduct of the Board and that of Fred. Olsen & Co and also elects the Board Members to the Company. All members of the Shareholders’ Committee are both independent of the Company’s main shareholders and of Fred. Olsen & Co.
  • The Shareholders’ Committee has a special emphasis and guidelines regarding questions related to potential conflicts of interest.
  • The Board of Directors continuously monitors and evaluates the performance of the management services provided by Fred.Olsen & Co. In addition, the Audit Committee on a quarterly basis reviews all related party business.
  • The Shareholders’ Committee provide recommendations to the Board on compensation to Fred. Olsen & Co. for its managerial services, and these recommendations are subject to regular benchmarking and review.
  • The Auditor of the Company, KPMG, performs special audit and reporting procedures on potential conflict of interests which are reported both to the Board of Directors and the Shareholders` Committee.

The Company’s corporate governance practice is adapted to the recommendations set out in the Norwegian Code of Practice for Corporate Governance (“NUES”), as published in the latest revised version of 17 October 2018:

1. More explicitly on Corporate Governance
The principles for good corporate governance set out in NUES are applied to the organisational structure that the Company is part of. The Company is focusing on a continuing development of these principles as contributors towards the Company’s strive for long term added value as well as towards the responsibilities owed to society.

Significant parameters in this process are transparency, integrity and responsibility. These basic parameters also reflect the Company’s value base, while they also identify the ethical guidelines governing the Company’s responsibility towards society as well as the Company’s conduct in general.

Transparency points to confidence in procedures and decision making and the way in which the various activities of the Company are executed. In this connection, the Company’s policy on information is essential. Integrity is the resulting effect of the norms that characterize the Company and which assist in securing a proper conduct of the Company’s affairs. Responsibility relates to clarity on consequences of acts or omissions.


The Shareholders’ Committee
The supervisory function of the Shareholders’ Committee constitutes an integral element of the Company’s Corporate Governance. It follows from the Company’s Articles of Association that the Shareholders’ Committee is responsible for exercising a supervisory function relative to the administration of the Company by the Board and by Fred. Olsen & Co. The way in which the Shareholders’ Committee execute these duties is adapted to NUES and equally follows established guidelines as calibrated against the corporate structure that the Company is part of. These guidelines i.a. address questions on potential conflicts of interest. The Shareholders’ Committee is attending to the Company’s annual accounts and expresses its view thereon to the Annual General Meeting, hereunder on the Board’s proposals on dividends. The Shareholders’ Committee elect members to the Board following nomination procedures, propose appointment of the Auditor and also provide recommendation to the Board on compensation and possible bonus to Fred. Olsen & Co. for its day-to-day management of the Company.

The Shareholders’ Committee consists of the following persons: Christian Fredrik Michelet (Chairman), Einar Harboe (Deputy Chairman), Ole Kristian Aabø-Evensen, Bård Mikkelsen and Jørgen Heje. At the Annual General Meeting in May 2020, Christian Fredrik Michelet and Ole Kristian Aabø-Evensen were re-elected as member of the Shareholders’ Committee. All members of the Shareholders’ Committee are independent of the Board and of Fred. Olsen & Co.

2. Business
The object clause of the Company as reflected in the Articles of Association reads as follows: “Bonheur ASA is a limited liability company with its registered office in Oslo. The Company’s business is to engage in maritime and energy related activities, transportation, technology and property development, investments within finance and commerce, as well as participation in other enterprises”.

In line with the wording of this object clause, the Company is invested in a diversified business portfolio which also include media and communication. These various business areas and their results are reflected in the Annual Reports. The Company and its subsidiaries and associated companies hereunder form the “Group of companies”.

3. Equity and dividends
Equity
The equity of the Company is addressed in parent company note 8. The Board consider that the current equity level is satisfactory taking into account the Company’s financial position relative to strategy and risk profile.

The Company has no current authority to increase its share capital. To the extent proposals will be made to a General Meeting on authority to increase the share capital, caution will be exercised relative to the principle of preference for existing Shareholders on subscription for new shares. In the event the Board of the Company should request a General Meeting for authority to increase the share capital or acquire treasury shares, such authority will in any event only be requested for a period of time limited to the next ordinary Annual General Meeting.

Dividend
When considering dividend payments, the Company takes into account the development of the Company’ results together with the prevailing investment plans and the Company’s financial position in general. Specific situations may arise where it would be in the interest of the Shareholders that dividend payments are not recommended or - otherwise, that extraordinary dividend payments are recommended. Dividend payments are considered by the Board, which then resolves on proposals to the General Meeting subsequent to the Shareholders’ Committee having addressed this issue and expressed its view.

4. Equal treatment of Shareholders and transactions with close associates
The Company only has one class of shares and each share equals one vote. The Company emphasizes the principle of equal treatment of all Shareholders. The Company has not been engaged in transactions with its Shareholders, Board members, Fred. Olsen & Co. in its managerial capacity, or anyone related to these, except from what follows from the Group of companies’ note 26 to the respective Annual Accounts or as may otherwise have been reported in separate announcements to the Oslo Stock Exchange.

5. Freely negotiable shares
The Company’s shares are traded freely negotiable.

6. Annual General Meetings
The Company’s Annual General Meeting is normally held in May each year under the conduct of the Chairman of the Shareholders’ Committee paying due account to NUES.

The summons, together with the appurtenant papers, is distributed in ample time in advance of the General Meeting. Shareholders who are prevented from participating may vote by way of proxy. The Shareholders’ Committee, the Board and the Company’s auditor are all represented at the Annual General Meetings. The Annual General Meeting i.a. elects’ members to the Shareholders’ Committee.

7. Nomination committee
The Company has no separate nomination committee. However, it follows from the Articles of Association that the Shareholders’ Committee elect members to the Board and, as also set out above, does so in accordance with its own nomination procedure.

8. Corporate Assembly and Board of Directors – composition and independence
The Company does not have a Corporate Assembly. A supervisory function similar to that of a Corporate Assembly, is exercised by the Shareholders’ Committee.

9. The conduct of the Board of Directors
The ultimate administration of the Company’s business, which implies securing that the Company’s business conduct is in line with the basic values of the Company, rests with the Board. The Board at present consists of five Directors, who are each elected for a two-year period. In addition to exercising the authorities on decision-making and control functions, the Board focuses on development of the Company’s strategy. Emphasis is placed on providing the Board with good information as a basis for the Directors to adequately discharge their duties. All matters considered of material importance to the Company are placed before the Board. This i.a. comprises considering and approving quarterly and annual accounts, significant investment issues (hereunder acquisitions and divestments) and overall strategies. The composition of the Board reflects a broad level of competence.

As from 17 July 2020, the Company has the following Board Members: Thomas Fredrik Olsen, Chairman, Carol Bell, Bente Hagem, Jannicke Hilland, Nicholas (Nick) A. Emery and Andreas C. Mellbye.

All Board members participate regularly in the Company’s board meetings. Absence is exceptional and always distinctly justified.

The Board members Carol Bell, Bente Hagem, Jannicke Hilland and Andreas Mellbye are independent of Fred. Olsen & Co. and of the Company’s main shareholders.

In Note 7 to the group of companies’ accounts information on compensation to the Board is provided. The compensation to the Board is not depending on results and neither have the Directors been granted any options.

Audit Committee
In its capacity as a preparatory and advisory working committee for the Company’s Board, the Audit Committee - consisting of the Board Members Carol Bell and Nick Emery - will review the financial reporting process, the system of internal control and management of financial risks, the auditing process, and the Company’s process for monitoring compliance with laws and regulations. In performing these duties, the Audit Committee will maintain effective working relationships with the Company’s Board, Fred. Olsen & Co. and the Company’s Auditor.

10. Risk management and internal control
The Group of companies’ risk managements, as developed within each of the business segments, are developed so as to ensure that risk evaluation is a fundamental aspect of all business activities. Continuous evaluation of exposure to risk is essential to identifying and assessing risks at all levels.

The Group of companies’ risk management policies work to identify, evaluate and manage risk factors that affect the performance of the various business activities in which the Company is invested. As such, continuous and systematic processes are employed to mitigate potential damages and losses and to capitalize on business opportunities. These policies contribute to the success of both long- and short-term strategies.

Risk management is based on the principle that risk evaluation extends to all business activities. The individual business segments within the Group of companies have procedures for identifying, assessing, managing and monitoring primary risk exposures. As part of cash management policy, the Group of companies may individually deploy derivative instruments, such as interest rate swaps and currency contracts in order to reduce exposures.

The Group of companies’ risk management and internal control procedures are reviewed by the Audit Committee in accordance with its charter. The operational risk management and internal control are carried out within each business segment in accordance with the nature of the operations and the governing legislation in the relevant jurisdictions. Financial risk management related to foreign exchange, interest rate management and short-term investments is handled in accordance with established policies and procedures.

The Company does not operate a distinct formal internal audit function as part of its internal control system, but the Company relates closely with KPMG to ensure that risks and controls are monitored. Consequent on representation at board level in subsidiaries by managerial personnel of Fred. Olsen & Co., the Company is able to adequately follow developments within relevant operational subsidiaries, focusing on business performance, market conditions, competition situation and strategic issues. The resulting effects of these board meetings in subsidiaries thus in turn provide a solid foundation for the Company’s assessment of its overall financial and operational risks.

11. Board remuneration
Board remuneration reflects the Board’s responsibility, expertise, time spent, and the complexity of the business. The remuneration does not depend on the Company’s financial performance. There are no option programs for any Board Member. The Annual General Meeting determines the remuneration to the Board Members. Additional information on remuneration paid to Board members for 2019 is presented in note 7 to the consolidated accounts.ee

12. Remuneration of executive management
As an integral part of Fred. Olsen & Co.’s day-to-day management of the Company, Anette S. Olsen holds the position as Managing Director of the Company. Anette S. Olsen is the sole proprietor of Fred. Olsen & Co., which provides services within the areas of IT, finance, legal, accounting and general administration to the Company. The compensation to Fred. Olsen & Co. for these services follow under Group of companies’ note 7. The Company has no employees. There are no stock option programs in the Company or in Fred. Olsen & Co.

13. Information and communications
Emphasis is placed on conducting a policy on information which aims at providing the market with relevant and timely information in a way that supports the principle of equal treatment of all of the Company’s shareholders. The Company provides presentations to shareholders and analysts in connection with announcement of the quarterly results. Annual and quarterly reports, together with the aforementioned 

presentations, are made available on the Company’s web site, www.bonheur.no. The Company has a preparedness on information for situations of an extraordinary character.

14. Takeovers
Privately owned Fred. Olsen-related companies hold a total of 51.4 percent of the Company’s shares. Considering the corporate structure of which the Company forms parts, the Company considers that the Code’s takeover guidelines recommendation is currently not relevant.

15. Auditor
The Company’s Auditor is annually providing an activity plan for the audit of the Company. As part of the established routines within the Company on Corporate Governance the Auditor is conducting presentations to the Audit Committee and the Shareholders’ Committee on the auditing carried out and the Auditor is hereunder addressing the Company’s risks, internal control and quality on reporting. The Auditor is conducting a similar presentation to the Board in connection with the Board considering the Annual Accounts.

In connection with the Auditor’s report, the Auditor also provides an affirmation on independency and objectivity. The Auditor participates at the Annual General Meeting. The Board is satisfied that Fred. Olsen & Co. on behalf of the Company and at its sound discretion, when considered both generally and specifically serviceable by Fred. Olsen & Co., may deploy the Auditor for services beyond statutory auditing. In connection with the issue on compensation to the Auditor, it must and will however always be identified how such compensation is split between statutory auditing on the one side and other services on the other.

16. CV for the Board members, Shareholders’ Committee and the Managing Director
Board of Directors:


Thomas Fredrik Olsen (1929) has been chairman of the Board since 1955. He is a Doctor of the University of Heriot Watt, a Fellow of the Royal Institution of Naval Architects and further holds the titles of Industry Pioneer from the Offshore Energy Center Hall of Fame in Galveston, Texas and the Institutium Canarium’s Dominik Wölfel Medal, Vienna. He was chairman of the Aker Group from 1957 to 1975 and from 1977 to 1981, chairman of Timex Corporation (USA) from 1980 to 2002 and of Harland & Wolff, Belfast from 1989 to 2001. He co- founded and was later chairman of the Norwegian Oil Consortium AS (NOCO), 1965-1983, and was a board member of SAGA Petroleum AS from 1972 to 1983. He was further chairman of Widerøe’s Flyveselskap AS, 1970-1983. Mr. Olsen has pioneered within tanker developments, rig developments (Aker H3 drilling design), watch developments and he headed the transition of the Aker yards from shipbuilding into offshore. He is member of the Norwegian Shipping Association’s Advisory Board. Mr. Olsen is a Norwegian citizen and resides in Oslo, Norway.

Carol Bell (1958) joined the board in 2014. She holds an MA in Natural Sciences from the University of Cambridge and a PhD in Archaeology from University College London. Since 2000, after having worked within the oil and gas industry and investment banking (with JP Morgan and Chase Manhattan), she has divided her time between a range of activities, notably being non-executive director in the energy sector, conducting academic research and as a charity trustee. She currently sits on the boards of TransGlobe Energy Corporation, Tharisa plc and BlackRock Energy and Resources Income Trust plc. She has also served on the boards of Ophir Energy plc, PGS ASA, Salamander Energy plc., Hardy Oil & Gas plc., Revus Energy ASA, Det norske oljeselskap ASA and Caracal Energy Inc. She is also a Director of the Development Bank of Wales and the Football Association of Wales and a founder Director of Chapter Zero, which engages with Non-executive Directors on climate risk. She is a Trustee of the National Museum of Wales, The British School at Athens, and the Institute for Archaeometallurgical studies. Dr. Bell is a British citizen and resides in London and Cardiff.

Bente Hagem (1953) joined the board in 2020. She holds a master’s degree in Economics and Agriculture from the University of Life Sciences in Norway. In the nineties she held different positions as a vice president in Equinor. In 2001 she started working as an executive vice president in Statnett, the Norwegian system operator (TSO). She was responsible for European/Nordic market design, trading agreements for cables, customers, tariffication, and settlement of the wholesale market. She was also a CFO of Statnett for a period. From 2013-2019 she was a chair and vice chair of the board of ENTSO-E (an association for 43 TSOs in Brussels) and chair and member of the Board of Nord Pool Spot from 2008-2014. She was also a co-chair of the European Market Coupling project delivering market coupling for electricity in North West and South West Europe. She has also served on several boards mainly in the oil and gas industry and in the power industry. Bente Hagem is a Norwegian citizen and resides in Oslo.

Jannicke Hilland (1967) joined the board in 2020. She holds a PhD in Physics from the University of Bergen, a BSc Honours in Electrical and Electronic Engineering from the University of Manchester Institute of Science and Technology and a study in Strategic Leadership from the Norwegian Business School. Today she is the CEO of BKK, one of the larger renewable energy companies in Norway. In the period 2008 - 2015 she held different positions in Statoil, amongst other Head of Gullfaks operations, Vice President of Joint Operations on the Norwegian Continental Shelf and Senior Vice President for Safety, Security and Emergency Preparedness in the Corporate Executive Committee. In the last position accountable for the Statoil BoD Safety, Security, Sustainability and Ethics Committee. In the period 1998 - 2008 she held different positions in Hydro, amongst others as plattform manager on the Troll Field. She is also Member of Board in Nysnø Klimainvesteringer, Hexagon Purus and Energi Norge.

Nicholas (Nick) Emery (1961) was appointed to the board in 2014. He is a qualified Management Accountant. He has worked in various Fred. Olsen- related companies for over 30 years and until April 2013 was the CEO of Fred. Olsen Renewables AS. As from April 2013 he holds the position of CEO of the privately-owned Fred. Olsen Ltd. (UK). He is Chairman of the following Fred. Olsen Limited subsidiaries: The Natural Power Consultants Limited, and Zephir Limited as well as a director of Fred. Olsen Travel Limited, and a non-executive director of Origami Energy Limited. Mr Emery is a British Citizen and resides in London and Cornwall.

Andreas Mellbye (1955) has been a member of the Board since 2001 and before that served as alternate. Mr. Mellbye was trained as an officer in the Norwegian Navy (1975-1977) and became later a candidate in jurisprudence from the University of Oslo in 1983. He became partner of Wiersholm 1989. Before joining Wiersholm he worked for legal department in Norsk Hydro, including one year on secondment to Legal & Acquisition dep. in Conoco, London. Mr. Mellbye was admitted to the Norwegian Supreme Court in 1995. Besides litigation within company law, Mr. Mellbye specializes in corporate transactions, mergers & acquisitions, securities/stock exchange law. He holds various board and committee positions, including chairman of Martina Hansens Hospital and Lorentzens Skibs AS. Previously Mr. Mellbye was chairman of Pareto Wealth Management and was also member of the Securities Law Forum of the Oslo Stock Exchange. Mr. Mellbye is a Norwegian citizen and resides in Bærum, Norway.

Shareholders’ Committee:
Christian Fredrik Michelet (1953) has been the chairman of the Shareholders’ Committee since 2007. He became a candidate in jurisprudence at the University of Oslo in 1980, and holds an MBA from INSEAD, France in 1981. He has served as lieutenant in the Norwegian Army. He was partner in the law firm Arntzen de Besche from 1985-2015. In the period 1989 – 1992 Mr. Michelet was Vice President in Total Norge AS. He was partner in the law firm Michelet & Co 2015-2018, and is now partner in the law firm Schjødt law from 2019. He is specialized in the petroleum and energy sectors. Mr. Michelet is an advisor on legal and strategic matters to various corporate actors in these sectors, to Norwegian petroleum and energy authorities and to petroleum authorities in countries in several parts of the world on policies, legislation and state contracts. In addition to working with transactions and acting as a litigator, he regularly serves as arbitrator. He is admitted to the Norwegian Supreme Court. Mr. Michelet is a Norwegian citizen and resides in Oslo, Norway.

Jørgen G. Heje (1953) has been a member of the Shareholder’s Committee since 1988. He has a Lic. Oec. HSG degree from Hochschule St. Gallen Switzerland. Mr. Heje spent several years with Chase Manhattan Bank N. A. in London and Oslo before he held different executive and non-executive positions within the shipping and finance industry. Mr. Heje served as CEO in Eidsiva Rederi ASA and Chairman of Norwegian Car Carriers ASA up until 2010. He has been Chairman, and member of boards and nomination committees in a range of companies and organizations among others: Chase Manhattan Bank (Norge AS), Orkla Finans AS, Nordisk Skibsrederforening, J. B. Ugland Shipping AS, Norwegian Ship-owners Association and a number of ship-owning partnerships. Mr. Heje is Vice-Chairman and co-owner of the Agra Group a market leading, family owned industrial company within fast moving consumer goods in the Scandinavian markets. Mr. Heje is a Norwegian citizen and resides in Oslo, Norway.

Bård Mikkelsen (1948) joined the Shareholders’ Committee in 1997.
He is a graduate from the Norwegian Army Military Academy, Norwegian School of Management and INSEAD Executive Programme. He has served as the CEO of Statkraft, the largest utility in Norway and the largest European renewable energy company. Mr. Mikkelsen has also served as the CEO of Oslo Energy Group, Ulstein Group and Wideroe Group. He has previously a.o. also served as a member of the Supervisory Board of E.ON as Chairman of Cermaq, Store Norske Spitsbergen Kulkompani and Vice Chairman of Saferoad. Currently he is a.o. the Chairman of Clean Energy Group, Clean Energy Invest, Multiconsult, Nettpartner and Helitrans.. Mr. Mikkelsen is a Norwegian citizen and resides in Baerum, Norway.

Ole Kristian Aabø-Evensen (1964) has been a member of the Shareholders Committee since 2017. Mr. Aabø-Evensen was originally trained as a police officer and became later a candidate in jurisprudence from the University of Oslo in 1988. He also received a scholarship from the British Council (1992) and has studied English and International Law at King’s College University of London (1992). Mr. Aabø-Evensen is founding partner of the M&A and Capital Markets boutique law firm Aabø-Evensen & Co (2002-). Before establishing Aabø-Evensen, he was partner and head of M&A and corporate legal services at KPMG in Norway (1995-2002), an associated partner with the de Besche & Co (now Arntzen de Besche), and has also worked as a trainee in Sinclair Roche Temperley, London (now part of Stephenson Harwood) and Essex Court Chambers, London. He’s ranked as one of Norway’s leading transaction lawyers, specializing in corporate transactions, public and private mergers & acquisitions, securities/stock exchange law. He holds various board and committee positions. Mr. Aabø-Evensen is also the author of the leading textbook on M&A in Norway in addition to numerous international publications on mergers and acquisitions. He’s a member of the Norwegian Bar Association, the American Bar Association, the International Bar Association and the International Fiscal Association. Mr. Aabø-Evensen is a Norwegian citizen and resides in Oslo, Norway.

Einar Harboe (1950) has served on the Shareholder’s Committee since 1988. He passed his final law exams in 1974 at the university of Oslo. He then held positions in the Ministry of finance and also worked as assistant judge, university teacher and division head in the Tax directorate until 1983. In 1983 Mr Harboe went to the law firm of Bugge, Arentz-Hansen & Rasmussen (BAHR) where he remained for some 14 years, the last 12 years as partner. In 1997 Mr Harboe left BAHR to establish a boutique law firm (now Advokatfirmaet Harboe & Co AS) specializing in tax. Harboe & Co is among the leading firms in this field. Mr Harboe is among the most experienced tax lawyers in Norway, having handled a number of major cases in court, including the supreme court. He is also an established author, having published a number of books about Norwegian tax. Mr. Harboe is a Norwegian citizen and resides in Bærum, Norway

Managing Director:
Anette S. Olsen (1956) is the proprietor of Fred. Olsen & Co. which is responsible for the day-to-day operation of Bonheur ASA. As part of these services she holds the position as managing director of Bonheur ASA. Ms. Olsen is the Chairman of the boards of Fred. Olsen Renewables AS, Fred. Olsen Ocean Ltd., Fred. Olsen Ltd., NHST Media Group AS and Timex Group. She is also a board member of Fred. Olsen Cruise Lines Ltd. and Global Wind Service A/S. Anette S. Olsen holds a bachelor’s degree in business organization and a master’s degree in business administration (MBA).