The remuneration of the board in 2019 is disclosed in the All information distributed to shareholders is made available notes to the consolidated accounts. simultaneously on the company’s web page. All information which the company is required to disclose will be given in Members of the board of directors and/or companies with English. which they are associated do not, as a general rule, take on specific assignments for the company in addition to those 14. TAKEOVERS as members of the board. If, however, they do take on such Kid has guidelines for how it will act in the event of a assignments these will be disclosed immediately to the entire takeover bid in accordance with its code of conduct. These board and the remuneration for such additional duties will guidelines clearly state that the board will not take any be agreed by the board. obstructive action unless it is agreed upon at the general meeting. In the event of a takeover bid, the board will act After the acquisition of Hemtex in May 2019, integration in the best interests of the shareholders and ensure that the work has been performed by the chairman of the board, company’s operations are affected as little as possible. Petter Schouw-Hansen. The work is approved by the board The shareholders will be provided with timely and sufficient as per Kid corporate governance policies and remuneration information in the case of a takeover bid, with the intention is reported in the quarterly reports and the notes to the to enable the investors to have an informed view of the 33 consolidated accounts. situation. The board of directors will also issue a statement making a recommendation as to whether shareholders 12. REMUNERATION OF EXECUTIVE MANAGEMENT should or should not accept the offer. The board of directors has a set of guidelines for the remuneration of executive personnel. The board also directly 15. AUDITOR determines the remuneration for the CEO. The CEO is, in The auditor annually submits to the audit committee the consultation with the chairman of the board, responsible main features of its plan for the audit of the company. The for determining the remuneration of other members of the auditor participates in meetings of the board of directors executive management. that deal with the annual accounts. At these meetings the auditor reviews any material changes in the company’s The board of directors have approved an incentive accounting principles, comments on any material estimated programme for executive management which aims to align accounting figures and reports all material matters on which the financial interests of Kid’s senior management and its there has been disagreement between the auditor and the shareholders. The incentive programme is based on EBITDA executive management of the company. budget achievement and includes no share options or rights. The auditor presents annually to the audit committee a review The board of directors will prepare a statement on the of the company’s internal control procedures, including remuneration of executive personnel as a separate appendix identified weaknesses and proposals for improvement. to the agenda for the AGM. The remuneration for the executive management is also disclosed in the notes to the The CEO and CFO of Kid are present at all board meetings. consolidated accounts in the annual report. Once a year the board of directors has a meeting with the Annual Report 2019 KID ASA auditor at which neither the chief executive nor any other 13. INFORMATION AND COMMUNICATIONS member of the executive management is present. Kid has established an investor relation policy (available at investor.kid.no) that clearly states that any communication Kid has clear guidelines for the use of the auditor by the with shareholders outside the company’s general meeting company’s executive management for services other than will take place in accordance with applicable equal treatment the audit. The board of directors reports the remuneration requirements and applicable legislation regarding inside paid to the auditor at the AGM, including details of the information. fee paid for audit work and any fees paid for other specific assignments. The company publishes a financial calendar for the upcoming year in the fourth quarter. The calendar includes an overview of major events such as its AGM, publication of interim reports, publication of revenue reports and any planned public presentations.
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