Governance

Polarcus believes that focus on corporate governance is critical to its success and long-term growth.

 

 

The Company is committed to maintaining high standards of corporate governance. The governance structure of Polarcus is designed to be appropriate to shareholders’ expectations, to the size, business and the recent history of the Polarcus Group. It also is designed to adhere to the Norwegian Code of Practice for Corporate Governance at any time applicable (the “Code”), Cayman Islands law and practice and the Memorandum and Articles of Association of Polarcus.

 

 

Annual General Meeting

 

Polarcus encourages all of its shareholders to participate in the general meetings, the forum for shareholders to exercise their voting rights of the highest authority in the company. The annual general meeting is held as soon as practically possible after year-end results are published. Notice of the general meetings along with information on how to vote, either directly or via the appointment of a proxy, is sent to all shareholders in advance and also made available on the our website and via the Oslo Børs notification system at www.newsweb.no. Subsequent to the general meeting, Minutes are published on our investor relations pages and via the Oslo Børs notification system. An archive of Minutes from prior annual general meetings is also made available on these pages.

 

 

Policies & Guidelines

 

Polarcus’ objective is to create value for its shareholders. We believe that focus on effective corporate governance is vital to the success and long term growth of a company like ours, and is therefore a key concern for our board, management, and employees. This is reflected through the robust Policies and Guidelines presented in these pages, designed to adhere to the Norwegian Code of Practice for Corporate Governance at any time applicable (the “Code”), Cayman Islands law and practice, and the Memorandum and Articles of Association of Polarcus.

Committees

Nomination Committee

 

The current Nomination Committee of Polarcus consists of:

Katherine “Kitty” Hall (Chair)

Mrs Hall was elected to the Nomination Committee in 2013 and became its Chairman in 2016. She has had a long career in the seismic industry including as Chief Executive of specialist geophysical contractors ARK Geophysics Ltd and ARKeX Ltd. She has served as an independent Board member for various companies including Seabird Exploration, Aker BP (formerly Det Norske), Sevan Drilling, Polarcus (from 2008 to 2012), and Eastern Echo. She has a BSc in Geology from University of Leeds and an MSc in Stratigraphy from University of London. She was born in 1956, is a British citizen and resides in UK.

Kristian Falnes

Mr. Falnes was elected member of the Nomination Committee in 2016. He has had a long career in portfolio management and has been employed by Skagen Funds for 17 years as a Portfolio Manager and Investment Director. Since he left Skagen in 2015, he has worked as a Private Investor through his investment company Kristian Falnes A/S. He currently serves as a Board Member in Skagen A/S, Fjord Line A/S, Source Energy A/S and Incus Investor ASA. Mr. Falnes is an Authorized Financial Analyst from the Norwegian School of Economics and holds an MBA from Norwegian Business School. He currently owns 12,150,000 shares in Polarcus Limited in aggregate through his investment company Kristian Falnes A/S and privately. Mr. Falnes was born in 1963, is a Norwegian citizen and resides in Norway.

Karen El-Tawil

Karen El-Tawil was elected to the Nomination Committee in 2015.  She has spent over 30 years in the seismic industry and was most recently VP Business Development for TGS-NOPEC Geophysical Company ASA, responsible for investor relations, M&A and corporate marketing. Previously she has managed multi-client sales for TGS, and exploration services and multi-client sales for Schlumberger Geco-Prakla. She has extensive experience of the international geophysical sector.  Mrs El-Tawil is a Board member of Pulse Seismic Inc, an onshore multi-client company traded on the Toronto exchange and currently sits on that company’s Compensation Committee (as Chair) and Environmental Health and Safety Committee.  Mrs. El-Tawil holds a BA in Earth Science and Mathematics from Adrian College, Adrian Michigan, USA.  Mrs. El-Tawil is a director of Polarcus Limited and was appointed to the Board in 2014.  Mrs. El-Tawil was born in 1961, is a US citizen and resides in the US.

 

The members of the nomination committee were approved by the 2018 Annual General Meeting.

Any proposals to the nomination committee can be submitted to investor.relations@polarcus.com

A proposal of a candidate for election to the Board of Directors at the 2019 AGM must be received by the nomination committee no later than 31 December 2018. 

The 2019 AGM is scheduled to be held on 30 April 2019.

 

 

Find the Terms of Reference for 
the Nomination Committee:

Auditors

 

    

Ernst & Young

Dronning Eufemias gate 6
P.O.Box 20, Oslo Atrium
N0051 Oslo
phone: +47 24 00 24 00
fax: +47 24 00 24 01