In 2012, the company established the HAVFISK School, to increase the employees' expertise and reinforce the company's ability to get things done. Group meetings have been held with key personnel from the fleet, as well as the entire administration. Both the values and the ethical guidelines have been central topics for discussion at these meetings.

The ethical guidelines are made known to all employees and are also part of the documentation that is presented to and reviewed with new employees. A whistle-blowing system has also been established for breaches of the guidelines on the company's website.

Overall control of the Group's ethical guidelines is performed by corporate management. However, the day-to-day follow-up has a decentralised structure of responsibility to skippers and leading personnel on the individual vessels.

"The business of the company is trade, production and marketing of fish and fish products, to invest in and own fishing vessels and production equipment in connection therewith, hereunder the operation of fishing and fish production vessels and equipment, and advisory services and other activities within this business area. The company may also participate in other economic activities, including owning and managing real property, securities, and other assets, as well as owning subsidiaries within similar or other businesses."

The business purpose clause ensures the shareholders' control of the business and the company's risk profile, without limiting the opportunities for the board and the executive management to implement strategic and commercially appropriate decisions within the defined purpose. The group's main strategies are presented in the annual report.

In the event that additional equity is required, a possible share capital increase will be considered by the board and the general meeting. Any board authorisation to increase the share capital will be limited to defined purposes and apply until the earlier of the annual general meeting of 2017 and 30 June 2017.

A substantial part of surplus liquidity, which in the Board’s view is not needed for the company`s operations and development, including investment opportunities and payment of debt, shall form the basis for payment of dividends.

Equal treatment of shareholders and transactions with related parties

The company has one class of shares, and all shares carry the same rights in the company. Emphasis is given to equal treatment of all shareholders. The board must provide a justification for any exemption of the pre-emptive rights of existing shareholders in connection with any share capital increases. Transactions in the company's own shares are conducted through Oslo Stock Exchange.

In share capital increases, the group's policy is to prevent any dilution of shareholders. Accordingly, strong emphasis is given to ensuring equal treatment of all shareholders in connection with any future share issues, whether private placements or rights issues. Private placements can be used in cases where this is considered advantageous for existing shareholders.

Information to the stock market will be characterised by transparency and equality, and will aim to ensure that shareholders receive correct, clear, relevant and timely information for conducting any share value assessments.

Provided that appropriate board authorisation has been resolved by the general meeting, the company can purchase own shares. Such shares are purchased at the market price at which they are traded on the Oslo Stock Exchange. Any board authorisation to purchase the company's own shares will apply until the next annual general meeting.

All agreements of a material nature between related parties must be entered into on commercial terms and will be reviewed by the company's audit committee. In cases where transactions of a material nature are conducted between the company and related parties, these must in every case be reviewed and approved by the board. External, independent valuation must be used as a basis for decision making.

HAVFISK sells a substantial share of its fresh harvest volume to Norway Seafoods. Clearing of such is conducted by the Norwegian Fishermen's Sales Organisation, which is also responsible for the settlement. The Norwegian Fishermen's Sales Organisation has systems to ensure that all sales occur within the price mechanisms applicable in its district, including minimum pricing.

HAVFISK has prepared guidelines to ensure that board members notify the board if they have any material direct or indirect interest in agreements entered into by the group.

The general meeting elects the shareholder representatives on the board of directors of HAVFISK. Other responsibilities of the general meeting, including adoption of the annual financial statements for the parent company and the group, are specified in the Norwegian Public Limited Liability Companies Act.

The company encourages shareholders to participate in the annual general meeting. Priority is given to holding the annual general meeting as soon as possible after the end of the fiscal year. The date of the annual general meeting to review 2015 has been fixed as 08 April 2016. The company's financial calendar is published as stock exchange releases and on the company's website. Notices of general meetings with comprehensive supporting documentation, including recommendations from the nomination committee, are made available to shareholders on the company's website within the applicable deadlines stated in the Norwegian Public Limited Liability Companies Act. The deadline for registering attendance is set as close to the date of the meeting as possible. Shareholders unable to attend in person may vote by proxy. HAVFISK will appoint a person to act as proxy for shareholders who wish to make use of this service. Procedures for registering and appointing a proxy are otherwise specified in the notice and in the registration form. The annual report and other documentation appended to the notice of the meeting will only be made available on the company's website and through the Oslo Stock Exchange's publication system. Shareholders requiring such documentation sent by mail must contact the company.

Existing systems for managing electronic participation in general meetings are inadequate. HAVFISK will consider this for future general meetings, if systems that can handle this in a reliable way become available. The board has accordingly resolved that such participation will not be permitted in HAVFISK's general meetings.

The board has resolved that shareholders unable to attend the general meeting in person may vote directly on each agenda item through electronic advance voting. Shareholders will be able to amend their vote and to register as participating in the meeting throughout the period from the issue of the notice and until the deadline for registering participation. This may be done on the company's website.

Further, voting by proxy will still be possible. The form of proxy has been prepared in such a manner that the shareholder may vote on the matters as they are presented in the general meeting (proxy with voting instructions). Information on the procedure for electronic advance voting and the appointment of a proxy with voting instructions are provided in the notice of the general meeting.

The company does not appoint an independent proxy to vote on behalf of shareholders. In the company's opinion the shareholder interests are duly protected through participation with a personal proxy or by awarding a proxy with voting instructions to the chair of the meeting/chairman of the board or any person appointed by the shareholder.

Pursuant to the articles of association, the general meeting is chaired by the chairman of the board or a person appointed by him. Hence, HAVFISK does not follow the recommendation in the NCGB code of practice, i.e. that the board should have practices to ensure an independent meeting chairman, since previous experience of the leadership and conduct of annual general meetings has been good.

It is envisaged that the chairman of the board, the chairman of the nomination committee and the company's auditor attend the general meetings. The nomination committee gives emphasis to ensuring that the board functions as effectively as possible as a collective body, that statutory requirements regarding gender equality are met, and that the board members possess complementary experience and qualifications. The general meeting is therefore normally called on to vote for a complete board of directors. Advance voting on individual candidates is not possible.

The company facilitate the opportunity to propose agenda items for the general meeting. Further, shareholders may ask questions and propose resolutions for adoption in the general meeting.

Minutes from the general meetings are published as soon as practicable via the Oslo Stock Exchange's reporting system on www.newsweb.no (ticker: HFISK) and in the Investor Relations section on www.havfisk.no.

Pursuant to the articles of association, the nomination committee recommends candidates for the board of directors and proposes their remuneration. The nomination committee must state the reasons for its recommendations. The nomination committee must present a written recommendation, which is published and presented to the annual general meeting. In its work, the nomination committee must be in contact with shareholders, board members and the general manager. Shareholders who wish to contact the nomination committee may do so by contacting Arild Støren Frick, arild.frick@akerasa.com. Information about the members of the nomination committee and any deadlines for proposing new board members is available on HAVFISK's website. The deadline for proposing board candidates for the forthcoming period is 31 October. Following this date the nomination committee normally starts preparing for the forthcoming general meeting.

The nomination committee's duties are regulated in an instruction adopted by the annual general meeting in 2012. These are available on HAVFISK's website.

The nomination committee's recommendations normally include a proposal for who shall be chairman of the board and they are adopted by the shareholders at the general meeting. If the general meeting has not elected a deputy chair, the board will elect its deputy chair. Board members are elected on two year terms.

The majority of shareholder-elected board members are independent from the company's executive management and significant business associates. Furthermore, at least two of the shareholder-elected board members are independent from the company's main shareholders, i.e. a shareholder controlling, directly or indirectly, at least ten per cent of the shares or votes in HAVFISK. None of the company's executive management is also a member of the board.

Board members are obliged to disqualify themselves and withdraw from any consideration of matters in which they or any related party have a special interest. To ensure independent consideration by the board, one of the board members will be elected to chair the discussion on matters where the chairman or the deputy chairman cannot or should not chair the discussion.

The present composition of the board is described in the annual report and on the company's website (www.havfisk.no). There is also further information about the board members' competence. In 2015 the board held 8 meetings. Participation in the meetings was around 85 per cent. Collectively, the shareholder-elected board members represent diversified expertise, capacity and experience from the financial sector, politics, industry and interest organisations. Two of the shareholder-elected board members are independent of the main shareholders.

Board members are encouraged to own shares in the company. A summary of board members' shareholdings in the company may be found in note 31 to the financial statements.

Three of the shareholder-elected board members are up for election in 2015. The nomination committee's recommendation of candidates, including the basis of the recommendation, will be appended to the notice for the annual general meeting, which will be published on the company's website and on the Oslo Stock Exchange's reporting site, www.newsweb.no.

The board conducts its activities and operations based on a set of established board instructions which emphasise the following:

• Strategic activities
• Organisational matters
• Supervision
• Self-regulation

The board of HAVFISK normally conducts six to eight meetings per year in accordance with the annual plan for the board's activities.

The board appoints the CEO of the company, and determines the instructions for the CEO and his authority and powers of attorney.

Further, the board determines the CEO's remuneration. To secure a more independent and objective consideration of matters of material significance in which the chairman of the board is or has been actively engaged, practices has been established in order for another board member to chair such discussions.

The board conducts annual evaluations of its performance and expertise.

The board of HAVFISK has elected an audit committee from and among the board members of the company. A majority of the audit committee members are independent of the group's business. The committee shall prepare the matters to be considered by the board and contributes to a thorough and independent consideration of matters related to financial reporting and other matters which fall naturally within the scope of the committee.

The board has assessed the need for a compensation committee, and the company does not at present have such a committee, since it is considered more appropriate for the entire board to discuss this.

A system has been established by HAVFISK on the company's website for notifying serious misconduct, such as breaches of the company's ethical guidelines and violations of applicable law.

HAVFISK has a decentralised allocation of responsibility, whereby operational subsidiaries and associated companies establish their own systems for risk management and control. The systems are based on overall guidelines from HAVFISK. The board members elected by HAVFISK are the driving force working to ensure that activities in the various operational subsidiaries comply with management principles.

HAVFISK is exposed to interest rate and market risk, as well as credit risk and operational risk. HAVFISK is not directly exposed to foreign exchange risk, as the company does not have subsidiaries outside Norway and all revenues from sales are in Norwegian kroner. However, the company is indirectly exposed as the price of its products could over time be affected by exchange rate fluctuations.

Financial guidelines in HAVFISK ensure the monitoring of financial risk. Management of exposure in financial markets, including bunkers, interest rate and counterparty risk, is emphasised in the company's governing documents. Further details on these principles are provided in notes 1 and 26 to the group's financial statements and note 10 to the parent company's financial statements.

The company has developed an authority matrix which is included in its governing documents. Separate approval practices for company costs have also been established.

Managing operational risk primarily takes place within the operational subsidiaries, but with HAVFISK as an active driving force through its positions in the boards of the subsidiaries.

Operational risk relates to loss of life and injury, damage to the environment and loss and damage of material. There is also operational risk relating to the observance of legislation, regulations and licence terms that provide the basis for the company's operations. Routines and guidelines have been established to ensure that operational risk is acceptable and priority is given to work on ensuring compliance with the company's values and ethical guidelines by means of competence-raising measures and attitude creation.

Several control measures have been established in connection with the preparation of the interim and annual financial statements. Processes related to the closing of financial statements focus on the control of reported financial statements and analyses of the underlying figures. HAVFISK utilises a reporting and consolidation tool, whereby the group companies report their financial statements. Further, the operational subsidiaries and associated companies have established control measures to be applied prior to reporting their respective financial statements to HAVFISK.

In addition to interim and annual financial statements, HAVFISK reports financial information monthly through the group's collective reporting and consolidation tool. Consolidation and control of financial information is a centralised responsibility and lies with the chief financial officer (CFO). Financial results compared to budget are assessed and analysed by the CEO and CFO on a continuous basis, and are reported to the board of directors on a monthly basis.

Further details about the remuneration of each director in 2015 are presented in note 29 to the group's consolidated financial statements.

HAVFISK has no option schemes or arrangements for awarding shares to employees. The key purpose of the salary system for executive management is to stimulate a strong and lasting performance-related culture which contributes to an increase in share value. The overall remuneration of executive management comprises a market-based basic salary, a few standard additional benefits and a variable salary. The variable salary is based on the achievement of financial, operational and personal targets, as well as management in line with the company's values. The scheme gives managers the potential to earn a variable additional salary of up to 50% of the basic salary. Variable salary earned is paid out the following year. The implementation of special projects may trigger the allocation of additional bonuses / variable salaries. The company's guidelines for remuneration to executive management are given in note 29 to the consolidated financial statements and are also presented to the annual general meeting as a specific document.

Certain members of the executive management of HAVFISK attend to the company's ownership interests as board members of other HAVFISK companies. They do not receive board remuneration in this regard.

The CEO or a person appointed by the CEO is responsible for information to and communication with the market.

Important information that might influence the valuation of the shares in HAVFISK will be made publicly available via the Oslo Stock Exchange reporting system (www.newsweb.no) at the same time as it is published on HAVFISK s website. Media and other third parties will simultaneously receive the same information through press releases. All stock exchange notices and press releases are made available on the group's website at www.havfisk.no, while stock exchange notices are also available at www.newsweb.no. All information sent to the shareholders is at the same time made available on the group's website.

An annual information plan/financial calendar is prepared annually and made public through the Oslo Stock Exchange and HAVFISK's website.

The HAVFISK website includes a section for investor information, where the group's annual and interim reports, stock exchange notices and other presentations can be found.

A total of 73.25 per cent of the shares in HAVFISK are controlled by Kjell Inge Røkke through Aker ASA. Share transactions in HAVFISK and its direct or indirect parent companies require approval by the Norwegian fisheries authorities pursuant to the Act on Participation in Fisheries (the Participation Act). Exemptions to this regulation have been given for share transactions in the listed companies in the ownership chain (i.e. HAVFISK and Aker ASA), so that approval is only required if Aker ASA no longer owns more than 50 per cent of the shares with voting rights in HAVFISK or if Kjell Inge Røkke no longer directly or indirectly owns at least 67.8 per cent of the shares with voting rights in Aker ASA. It would moreover represent a breach of the Participation Act if more than 40 per cent of the shares with voting rights in HAVFISK were to be owned by foreigners, and the board of HAVFISK can refuse to approve transactions that might result in a breach of the Act. Share transactions in a breach of said regulations may result in the company losing its Norwegian fishing licences. On this basis, the company considers that a separate set of principles for takeover bids is not relevant. However, the company will continuously evaluate the need for such principles.

The auditor attends the board meeting in which the annual financial statements are considered, and has, along with the audit committee reviewed and assessed possible material changes to the company's accounting principles and the assessment of material accounting estimates. The auditor attends all meetings of the audit committee. There have not been any differences in opinion between the auditor and the executive management regarding material issues. The auditor has also reviewed and considered the company's internal control with the audit committee. The results of this review have been presented to the board.

The board meets with the auditor without members of the executive management present. The board has determined guidelines for the executive management's possibility of using the auditor for services other than auditing. The guidelines lay down that services that exceed NOK 100,000 require authorisation from the chair of the audit committee.

HAVFISK endeavours as far as practicable to employ the same audit company for its subsidiaries as for HAVFISK.

The auditor's fees allocated between audit work and other services are presented in note 5 to the annual financial statements, and are also presented in the annual general meeting.