Report
Expert Corporate Governance Service (ECGS)
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Aker April 11th, 2019

In general, Aker BP is in compliance with the Norwegian regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 5, the board of directors seeks approval of the Company's remuneration guidelines. The proposed remuneration structure is not in line with ECGS' guidelines. ECGS therefore recommends to vote OPPOSE.

Under ITEM 9, the nomination committee seeks approval of the (re-)election of the board of directors. In view of insufficient independent representation on the board, ECGS recommends to vote OPPOSE.

Under ITEM 11, the board of directors seeks authorisation to issue shares. Atlhough the magnitude of the authority requested would meet its guidelines, ECGS notes that the authorisation may be used in take-over situations. As a matter of principle, ECGS does not approve of any authorisation intended as anti-takeover defence. Accordingly, ECGS recommnends to vote OPPOSE.

Finally, under ITEM 12, the board of directors seeks authority to repurchase own shares. Even though the magnitude of the authorisation requested would meet its guidelines, ECGS notes that it is mandatory under the Norwegian Public Limited Companies Act for share repurchase authorisations covering multiple purposes, to hold a separate vote on each different purpose. Since the authority requested is proposed to cover multiple purposes, ECGS recommends to vote OPPOSE.

Underlying
Aker BP ASA

Aker BP ASA engages in the exploration, development, and production of petroleum resources on the Norwegian Shelf. In addition, Co. has a separate Johan Sverdrup business unit to manage its interest.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

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Expert Corporate Governance Service (ECGS)

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