Implementation of and reporting on Corporate Governance.
Good corporate governance is intended to maximize added value and decrease business risks, at the same time as the Group’s resources are to be utilized in an efficient, sustainable manner. The value added should benefit shareholders, employees and the community.
Q-Free is listed on the Oslo Børs and is subject to Norwegian securities legislation and stock exchange regulations. Stock exchange regulations require listed companies to publish a report on their principles for Corporate Governance in their annual report, in accordance with Section 1 of the Norwegian Code of Practice for Corporate Governance, version dated 17th of October 2018.
Q-Free endeavors to comply with these recommendations.
Articles of association
The name of the Company shall be Q-Free ASA. The Company shall be a public limited company.
The Company’s registered place of business shall be in the City of Trondheim.
The object of the Company is, by itself or through ownership in other companies, to engage in research, development, production, operations and sale of information technology products and systems plus everything therewith connected.
The Company’s share capital shall be NOK 33,904,909.48divided between 89,223,446 shares, each of NOK 0.38 face value.
The Company’s shares shall be registered in the Norwegian Central Securities Depository (VPS).
The Board of the Company shall have between three and eight members, as the general meeting shall stipulate.
The Board shall represent the Company outwardly, and sign for it. The signature of the Company is also vested in the Chairman of the Board and one other Board member acting jointly.
The Board may grant procuration (registered power of attorney).
The annual general meeting shall be held before 30 June, either in the City of Trondheim or the City of Oslo.
Invitation to the general meeting shall require at least 21 days’ written application to all shareholders with known addresses.
The Board may determine that documents pertaining to matters for discussion at the general meeting shall not be sent to the shareholders when these documents are made available on the Company’s Web pages. The same shall apply to documents that by statute must be incorporated into or appended to the invitation to the general meeting. A shareholder may nevertheless, by application to the Company, demand to be sent documents pertaining to matters for discussion at the general meeting.
The right to participate and vote at the general meeting may only be exercised for shares that are entered in the Register of Shareholders (VPS) on the fifth working day prior to the general meeting (the date of registration).
Shareholders who, either in their own persons or by proxies, wish to participate in the general meeting, shall communicate this to the Company within the deadline that the Board has stipulated in the invitation. Such deadlines cannot expire earlier than five days prior to the meeting.
The Ordinary General Meeting shall consider:
- Adoption of profit and loss account and balance sheet.
- Application of profit or coverage of loss pursuant to the adopted balance sheet and distribution of dividend.
- Election of the Board and the Chairman of the Board.
- Stipulation of the Board’s remuneration.
- Election of members of the Nominations Committee.
- Stipulation of the compensation to the Nominations Committee.
- Stipulation of the compensation to the auditor.
- Other matters that the Board places on the agenda, or that a shareholder wants considered, when such an item is notified in writing to the Board within seven days before the deadline for invitation to the general meeting, together with a proposal for decision or a justification for putting the proposal on the agenda. If the invitation has already taken place, a new invitation shall be made if the deadline for invitation to the general meeting has not passed.
- Other matters that pursuant to statute pertain to the general meeting.
The Company shall have a Nominations Committee, whose mission shall be to make recommendations to the general meeting for shareholder-elected members to the Board and also propose the Board’s emoluments.
The Nominations Committee shall consist of three members who shall be shareholders or representatives of shareholders. The members shall be elected by the general meeting. The members of the Nominations Committee shall be elected for two years at a time. The general meeting may decide on instructions for the Nominations Committee.
Reference is otherwise made to the current company’s legislation.
Articles of Association as of 17 August 2018.
The shareholders of Q-Free ASA
Corporate social responsibility
Q-Free’s mission is to create intelligent solutions for efficient, safe, and environmentally friendly transportation based on innovative technology and open platforms. In short, Q-Free’s purpose is to help society and customers tackle mobility, safety, and environmental challenges related to traffic and help sustain urban growth and quality of life. What is good for the company is also good for society.
Code of conduct
Q-Free has a code of conduct which aims to provide guidance to our people for a common platform. The code of conduct is instrumental for Q-Free’s approach to human rights, fair working environment, health and safety, business ethics and anti-corruption.
The Nomination Committee is elected by the General Meeting and is responsible for proposing board member candidates and remuneration of the Board of Directors, in addition to proposing members for the committee itself.
The Board of Directors currently comprises five shareholder-elected and two employee-elected members.
The entire board’s composition is evaluated annually, freely, and independently of the election period.
The composition of the Board of Directors should ensure that the board can attend to the common interests of all shareholders and meets the company’s need for expertise, capacity, and diversity. The board should, in addition to complying with relevant corporate legislation, meet the requirements of the Norwegian Code of Practice for Corporate Governance for composition and independence.
For the period from the General Meeting in 2018 to 2019 the following compensation has been approved by the general assembly:
|Chairman of the board||NOK 416,000|
|Vice chairman of the board||NOK 280,000|
|Shareholder-elected board members||NOK 234,000|
|Employee-elected board members||NOK 80,000|
|Head of board subcommittee||NOK 11,000 per full day meeting|
|Member of board subcommittee||NOK 8,500 per full day Meeting|
Deadline for promoting proposals to the Nomination Committee is 20 March 2019. This deadline is set to allow for necessary reviews and reference checks prior to the deadline for submitting the notice for the General Assembly to the shareholders. The Nomination Committee may evaluate other candidates than proposed.
Q-Free’s Nomination Committee comprises:
|Heidi Finskas||Director of Corporate Social Responsibility|
KLP Kapitalforvaltning AS
|Chair, elected 2017|| firstname.lastname@example.org|
+47 458 80 460
|Øystein Elgan||Director |
AS Atlantis Vest
|Member, elected 2017|
|Fredrik Thoresen||Portfolio manager |
Storebrand Asset Management
|Member, elected 2018|
The committee shall:
a) Recommend to the General Assembly the shareholders candidates for the Board of Directors, including Chairman of the Board. The Board chooses its Vice Chairman of the board.
b) Ensure that the Board evaluates its own work and competence annually.
c) Recommend to the General Assembly remuneration to the Board and the Boards’ subcommittees.
d) Recommend to the General Assembly new members to the Committee, including Chairman of the Committee.
Q-Free is not aware of the existence of any agreements or business partnerships between the Company and any third parties in which members of its Nomination Committee have direct or indirect interests. The composition of the Nomination Committee is such as to maintain its independence from the Company’s management.
Membership in the committee may be rotated, in accordance with NUES’ recommendation, article 7.
Annual General meetings will ordinarily be held before 1st of June each year, at the latest 30th of June according to law.
It is Q-Free’s policy to maintain a high equity ratio to provide a platform for the company’s expected expansion and growth. Q-Free ASA has not paid dividends in the last three years.
Listing prospectuses 7 October 2016:
If you have any questions regarding your holding of Q-Free shares, please contact our registrar:
Nordea Bank Abp, filial i Norge Client Relations NO
Issuer Services P.O.Box 1166 Sentrum
N-0107 Oslo, Norway
Phone: +47 24013462
Demerger and merger plan and ancillary documents
- Demerger and merger plan for Q-Free ASA
- Appendix 1 Distribution of Q-Free ASAs assets, rights and obligations (demerger-and merger balance)
- Appendix 2 Articles of Association for Q-Free ASA prior to the demerger
- Appendix 3 Articles of Association for Q-Free ASA after the demerger
- Appendix 4 Articles of Association for Q-Free Tolling AS prior to the demerger
- Appendix 5 Articles of Association for Q-Free Tolling AS after the demerger
- Appendix 6 Articles of Association for Q-Free Norge AS prior and after the demerger
- Appendix 7 Articles of Association for Q-Free ASA after the demerger
- Appendix 8 Q-Free ASA Annual Report 2015
- Appendix 8 Q-Free ASA Annual Report 2016
- Appendix 8 Q-Free ASA Annual Report 2017
- Appendix 9 Incorporation documents for Q-Free Norge AS (Athomstart Invest 285 AS)
- Appendix 10 Incorporation documents for Q-Free Tolling AS (Athomstart Invest 284 AS)
- Statement in regards to the demerger (consideration) Step 1.1
- Statement on the demerger plan Step 1.2
- Statement on the merger plan for transferring company (Q-Free Tolling AS) Step 2.1
- Statement on the merger plan for receiving company (Q-Free Norge AS) Step 2.2
- Statement regarding increase in share capital in Q-Free ASA Step 2.3
- Valuation report Q-Free ASA – Deloitte 30.06.2018
- Report from the Board of Directors of Q-Free ASA for demerger and merger