Corporate governance

Corporate governance
In accordance with the Norwegian Limited Liability Companies Act, the company’s Board is responsible for ensuring that the company’s business and administration are properly organised. BAMA Gruppen AS is run as an autonomous and independent company. It has a group structure under which the respective business areas are constituted as independent limited companies, whose own boards of directors have corresponding responsibility for each one.

Core values
BAMA Gruppen AS demands honesty and probity in all matters relating to its business activities. In their conduct, all 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. The BAMA Group’s ethical guidelines can be viewed on bama.no.

Operations
The BAMA Group’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.

BAMA’s vision – ‘A healthier and fresher 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.

Share capital and dividends
At the close of 2022, the Group’s equity totalled NOK 2,071.7 million, which corresponds to an equity ratio of 26.5 per cent. The Board has proposed the distribution of a dividend for the 2022 financial year in line with the Group’s finance policy, which stipulates a market-based return on invested capital for the shareholders.

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 one share category, 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 meeting
The Annual General Meeting is held once a year by the end of June. Notice of the general meeting, the notice’s contents and publication of the agenda documents comply with the requirements laid down by the Norwegian Limited Liability Companies Act and the rules of procedure for general meetings.

Corporate assembly and board of directors
The Board comprises eight members, who are elected for a term of two years. The AGM elects the Board Chair. There are three employee representatives 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 and duties are regulated in its rules of procedure, which also prescribe how matters of a competition-sensitive nature relating to the company’s customers should be handled. Five board meetings were held in 2022.

In accordance with an agreement with employee representative bodies, BAMA Gruppen has no corporate assembly.

Risk management and internal control
The company adopts a proactive approach to risk management, and significant responsibility is delegated downwards through the organisation in line with the Group’s core values. The Group’s risk management is overseen centrally by a corporate staff function, which monitors the various risk areas in the Group and implements ad hoc measures.

Corporate governance complies with the Norwegian Code of Practice from October 2021, where such is expedient with respect to the company’s operations.