5: Corporate governance

Corporate governance

Pursuant to the Norwegian Limited Liability Companies Act, the company’s Board of Directors must ensure that the business is properly organised and managed. BAMA Gruppen AS is operated as an autonomous and independent company. Its business segments are incorporated as separate limited liability companies with their own boards of directors which have a corresponding responsibility for their respective enterprises.

Business operations

The company’s Articles of Association establish that the company’s objectives are to engage in trading, industrial and investment operations, and other related activities, including participating in other companies.

Its vision – “A fresher and healthier future” – gives clear guidance on the company’s social role, decisions and conduct. The company’s business concept is to create responsible, green growth through fresh and healthy products, based on cooperation along the entire supply chain.

Core values

BAMA Gruppen AS demands honesty and probity in all matters relating to its business activities. In their conduct, staff and elected representatives in all companies must at all times promote the company’s core values, comply with applicable regulations and legislation, and perform their work in accordance with good business practice. Our Code of Conduct ensures that we make appropriate and correct decisions, and that the entire organisation behaves in a consistent and uniform fashion. BAMA’s Code of Conduct may be viewed at bama.no.

BAMA strives to ensure that its operations create sustainable and long-term value. This is a guiding principle for the assessments made in connection with investment decisions.

Share capital and dividends

At the close of 2023, BAMA had NOK 2,238.7 million in equity and an equity ratio of 26.0 per cent. The Board’s task is to ensure that the Group has a healthy capital structure which is tailored to the Group’s operations, risk profile and strategic plans.

The Board is proposing the distribution of a dividend for the 2023 financial year in line with the company’s financial policies. This entails a market-matching return on shareholders’ invested capital.

Shareholders

BAMA Gruppen AS has three external shareholders: NorgesGruppen ASA (46%), Banan II AS (34%) and Rema Industrier AS (20%). The company’s share capital comprises 300 shares, each with a nominal value of NOK 3,000. There is a single class of shares and each share carries one vote.

Tradability

The company’s Articles of Association and shareholder agreement contain provisions on the tradability of the shares.

General meetings

The annual general meeting (AGM) is held once a year by the end of June. Notice of general meetings, as well as the contents and dissemination of relevant case documents, comply with the provisions of the Norwegian Limited Liability Companies Act and the Regulations relating to General Meetings.

General meetings are chaired by the Board Chair. Members of the Board normally attend general meetings.

Corporate Assembly and board of directors

The Board of Directors has a total of eight members, each elected for a period of two years. The AGM elects the Board Chair. Three employee representatives have seats on the Board. No representatives of Group Management serve on the Board of Directors. The shareholders exercise their influence through the Board and at general meetings.

The Board’s tasks are regulated by a mandate that describes its responsibilities and duties as well as its administrative procedures. The Board’s mandate also addresses how competition-sensitive matters relating to the company’s customers shall be handled. Each board member is individually responsible for assessing their own legal competence and must recuse themselves when the Board considers matters which may trigger questions about conflict of interest.

In 2023, six ordinary board meetings were held. In addition, one meeting via email and one extraordinary board meeting were held.

Pursuant to an agreement with the employees’ organisations, BAMA Gruppen AS does not have a Corporate Assembly.

Risk management and internal control

The company takes an active approach to risk management. This means that a considerable responsibility is delegated down through the organisation, in accordance with the Group’s overarching values.

Where appropriate with respect to the business’s operations, BAMA’s corporate governance complies with the Norwegian Code of Practice for Corporate Governance of October 2021.