Good governance

Good governance is the foundation of responsibility. At GRK, good governance is implemented through a clear-cut management system and operational control.

GRK’s governance is based on the company’s values and principles of fair operations (Code of Conduct), compliance with applicable legislation, regulations and guidelines and the company’s internal operating policies.

At GRK, the values are at the core, and the principles of fair operations are equally applicable to Board members, management, and all employees in all Group companies. GRK’s values and principles of fair operations lay down the foundation for the Group’s operations and determine GRK’s way of working.

GRK’s governance, management and supervision are divided between the Annual General Meeting, Board and CEO. The internal audit function, which operates under the supervision of the Board, is responsible for internal audit, while the auditors are responsible for external audit. Operational business operations are implemented by the CEO, supported by the Group Management Team. The company’s operational management is described in the company’s management system, which is part of GRK’s certified operating system.

General meeting of shareholders

GRK’s highest decision-making company is the general meeting of shareholders in accordance with the Limited Liability Companies Act. The Annual General Meeting decides on the distribution of profits, adopts the financial statements and decides on discharging the Board members and CEO from liability. The general meeting of shareholders elects the members of the Board and decides on their remuneration. The Annual General Meeting also elects the company’s auditor and decides on the auditor’s fees. The general meeting also decides on other matters falling under its jurisdiction according to the Limited Liability Companies Act and the Articles of Association, as well as other decision proposals submitted to the Annual General Meeting.

Board

The Board is responsible for the Company’s governance and the arrangement of its operations. GRK’s Board has prepared written rules of procedure defining the key tasks and operating principles of the Board and its Chair. The Board appoints and dismisses the CEO, supervises the CEO and decides on their remuneration and other terms and conditions of employment. The Board decides on significant mattes pertaining to the company and the Group. For example, it decides on the company’s strategy, significant investments, mergers and acquisitions, the management system and proposal concerning profits.

The Board prepares an annual calendar for its operations and meets in accordance with a pre-agreed schedule, as well as when necessary. The Board annually reviews its activities and ways of working and develops its operations based on the results.

The Board has established a Board Audit Committee for the company and ratified its written rules of procedure. The Committee was established primarily to prepare matters concerning the company’s financial reporting and supervision and audit follow-up and preparing other audit-related matters. The Audit Committee also assists the Board in preparing matters related to financial reporting, financing, internal control, internal audit and risk management.

CEO and Management Team

The CEO manages, steers and supervises the day-to-day business operations of the company in accordance with the instructions and orders of the Board and the company’s operating policies and other guidelines. The CEO is responsible for arranging the company’s day-to-day administration and ensuring that the company’s accounts are legal and that the management of the company’s assets is reliably arranged. The CEO prepares matters to be decided on by the Board, develops the Group in accordance with the goals agreed with the Board and ensures the appropriate implementation of the Board’s decisions.

The Group Management Team assists the CEO in the planning of operations, operational management and decision-making. The Group Management Team also prepares matters to be reviewed by the company’s Board and assists the CEO in implementing the Board’s decisions and the company’s strategy. The Group Management Team reviews matters relating to business operations and the development and supervision of operations. The Group Management Team comprises the CEO and members appointed by the Board at the proposal of the CEO. Each member of the Group Management Team has their own areas of responsibility in accordance with the company’s management system. The Group Management Team convenes regularly according to an annual schedule agreed in advance.

Principles of internal control

Internal control contributes to ensuring that the objectives set for the Group’s business operations are achieved. The purpose of internal control is to ensure that the company’s operations are efficient, reliable and compliant and that the company’s financial reporting is accurate and trustworthy. Internal control aims to ensure the continuity and uninterruptedness of operations and prevent deviations from the objectives or detect them so that corrective action can be taken.

The Board and CEO are responsible for the organisation of internal control. GRK’s Board ensures that the Company has defined the operating principles of internal control. The Board Audit Committee monitors and assesses the effectiveness of internal control annually and reports its observations to the Board. The CEO is responsible for the implementation of internal control. In addition, the management of each business function, Group company, unit and project is responsible for the development, implementation and maintenance of internal control in its respective area of responsibility.

At GRK, internal control is part of management, with the Board, management and personnel taking part in it. Besides the control process of business functions, the company’s internal control system includes independent control functions that support business operations. Such independent functions include Group-wide systematic risk management, compliance work and the HSEQ function. The internal audit function, independent of the business functions, assesses the Group’s internal control. The tools of internal control include GRK’s policies and principles, guidelines, authorities and access rights, regular reporting and inspections, audits and self-assessments. The control measures are planned based on the business objectives and risks to them. Internal control is targeted in a risk-based manner so that the risks are under control.

It is the duty of everyone at GRK to comply with the principles of fair operations and GRK’s policies, principles and work-related guidelines. It is the duty of everyone at GRK to intervene in breaches of the principles of fair operations, and the company encourages everyone to report any abuse or improper treatment at a low threshold to either their supervisor or the CEO. GRK has an anonymous reporting channel through which violations of the principles can be reported. All reports and suspected violations are investigated appropriately and confidentially.