Corporate Governance

1. Introduction to Corporate Governance

In accordance with the Norwegian recommendation for corporate governance, the Board of Directors of Nussir ASA (the Company) has prepared this policy document and will place emphasis on adhering to the standard in the areas addressed by this.

The Company will maintain a high ethical standard in its business concept and relations with customers, suppliers and employees.

2. Business activity

The Company business is to exploit the metal ore resources at Nussir I and II, development of other ore and mineral resources, prospecting for and participation in new resource projects, investments in other companies and other related activities.

3. Visions, values and objectives

The Company’s vision to become an internationally oriented company devoted to the development, participation in and exploitation of metal ore resources.

The Company has formulated the following main values to form a guideline for the Company’s business operations:

• Always strive at developing operations in the most environmentally friendly way
• Be innovative, seeking superior solutions within development and exploitation
• Be reliable, with high ethical standards – as a corporate citizen, in our dealings with business partners, as well as in relation to our employees.

The Company’s objectives and future prospects are to

• Become a specialized, international developer and supplier of copper and other base metals.
• Establish cost-effective mining and concentrator activities using novel technologies in order to keep operational costs and capital expenditures at a competitive level.
• Cooperate with specialized suppliers of mining services and other mining companies in order to secure cost-efficient operations and a maximum of flexibility.
• Identify additional investment opportunities within the base metals sector.
• Seek and develop new technologies and methods, and exploit potential complementary use of our assets.

4. Ethical guidelines

The following ethical guidelines shall be practiced in the Company, and apply for all employees of the Company:

1. Personal conduct: All employees and representatives of the Company shall behave with respect and integrity towards business relations and partners, customers, colleagues. The management of the Company has a particular responsibility to promote openness, loyalty and respect.
2. Conflict of Interests: The Company’s employees or representatives shall avoid situations wherein a conflict between their own personal and/or financial interests and the Company’s interests may occur.
3. Confidential Information: Employees or representatives of the Company possessing confidential information in relation to the Company, shall conduct themselves and safeguard such information with great care and loyalty, and comply with any and all signed confidentiality statements.
4. Influence: The Company’s employees or representatives shall neither directly nor indirectly offer, promise, request, demand or accept illegal or unjust gifts of money or any other remuneration in order to achieve a commercial benefit.
5. Competition: The Company support fair and open competition. The Company’s employees or representatives shall never take part in any activities that may constitute a breach of competition legislation.
6. Breach of Ethical Guidelines: Any breach of these Ethical Guidelines may inflict severe consequences for the Company, and any breach may imply consequences for the person in question.

5. Company capital and dividend

The Board aims to maintain an equity ratio in the Company satisfactory in light of the company’s goals, strategy and risk profile.

The Board’s authorities to expand capital and to buy own shares are given until the next ordinary general meeting.

It is an objective for the Company to generate returns to the shareholders in the form of dividend and capital appreciation, which is at least on the same level as other investment possibilities with comparable risk.

6. Equal treatment

The Company has only one class of shares and there are no voting restrictions.

In case of capital expansions, all shareholders hold equal right to subscribe for shares. The buying back of own shares is always carried out in a stock exchange at market prices.

7. Transactions with related parties

Transactions with related parties shall be at arms length and at market prices.

The Company’s financial statements shall provide further information about transactions with related parties.

8. Freely transferable shares

There are no limitations of trading and voting rights in the Company. Each share gives right to one vote at the company’s general meeting of shareholders.

9. Shareholders general meeting

The Company summons the shareholders to a General Meeting as soon as possible and no later than 14 days prior to the meeting. Transmitted with the summons are case documents in sufficient detail for the shareholders to take a position on all the cases to be considered.

The cut-off for confirmation of attendance is set as short as practically possible and the Board will arrange matters so that the shareholders, who are unable to attend in person, will be able to vote by proxy. The form of proxy will be distributed with the summons.

10. Election committee

The Company shall have an election committee elected by the General Meeting, Instructions to the election committee are attached hereto as Appendix 1.

11. The board – composition and independence

In appointing members to the Board, it is emphasised that the Board has the requisite competency to independently evaluate the cases presented by the Management as well as the Company’s operation. It is also considered important that the Board can function well as a body of colleagues.

At least two of the Board members elected by shareholders are independent of the company’s main shareholder(s).

At least half of the Board members elected by the shareholders are independent of the Company’s day-to-day management and its main business relations.

The following criteria are applied in order to ensure this:

• The Board members shall only receive remuneration and board member fees in relation to the appointment as a board member or member of sub-committees.
• The Board members shall not have performance based director’s fee.
• The Board members shall not be employed in the company.
• The Board members shall not be closely associated with other board members or the CEO.
• The Board members shall not have close family ties with the CEO.
• The Board members shall not have, nor represent significant commercial interests in the company.

12. Remuneration committee

The Company shall have a remuneration committee appointed by the Board, to be governed in accordance with the instructions appended hereto as Appendix 2.

13. Board of Directors’ responsibility

The Board shall prepare an annual plan for its work with special emphasis on goals, strategy and implementation.

The Board shall ensure that the Company has good management with clear internal distribution of responsibilities and duties.

Instructions have been established for the Board of Directors and for the CEO/Management responsible for day-to-day operations and are appended hereto as Appendix 3 and Appendix 4, respectively.

The Board is responsible for ensuring that the Company is operated in accordance with the Company’s values and ethical guidelines.

14. Compensation to The board

Remuneration of Board members shall be reasonable and based on the Board’s responsibilities, work, time invested and the complexity of the enterprise. The compensation shall be a fixed annual amount. The Chairman of the Board can receive a higher compensation than the other Board members. Work in sub-committees may be compensated in addition to the remuneration received for Board membership.

The Company’s financial statements shall provide further information about the Board’s compensation

15. Compensation to employed management

The Board decides the salary and other compensation of the CEO.

The Company’s financial statements shall provide further information about salary and other compensation to the CEO.

16. Information and communication

The Board of Directors and Management team in the Company assign considerable importance to giving the shareholders and the financial market in general quick, relevant and current information about the Company and its activity areas, and in accordance with the Stock Market Regulations and the information requirements outlined therein.

Sensitive information will be handled internally in a manner that minimises the risk of leaks. All contracts to which the Company becomes a party, shall contain confidentiality clauses.

The Company has clear routines for who is allowed to speak on behalf of the company on different subjects, and who shall be responsible for submitting information to the (Stock Exchange). The CEO shall be the main contact person of the Company in such respects. The Company shall not conduct market guidance activities, nor comment on rumours.

The Company’s routines for safe handling of inside information are appended hereto as Appendix 5.

Each year the shareholders shall receive a financial calendar with dates of important events such as shareholder’s General Meeting, publishing of financial reports throughout the year, dates for distribution of dividend etc. Information to shareholders, investor relations and the market, shall be available on the Company’s website.

The Company conducts open presentations of financial reports at least twice each year. Information to the shareholders will also available in English.

The Board must be aware of matters of special importance to the shareholders. The Board must therefore ensure that the shareholders are given the opportunity to make known their points of view at and outside the shareholders’ General Meeting. Continuous publishing of information from the Company shall aid shareholders and other investors in arriving at well reasoned conclusions regarding purchase and sale of shares, and in this manner contribute to “correct” pricing of the share. Significant value generators and risk factors will be described.

17. Takeover

The Board shall not without specific reasons attempt to hinder or exacerbate anyone’s attempt to submit a takeover bid for the Company’s activities or shares.

In situations of takeover or restructuring, it is the Board’s particular responsibility to ascertain that all shareholders’ values and interests are protected.

18. Auditor

Each year the auditor shall present to the Board a plan for the implementation of the audit work. Each year the auditor shall present to the Bard a written confirmation that the auditor satisfies established requirements as to independence and objectivity.

The auditor shall be present at Board meetings where the annual accounts are on the agenda. Whenever necessary, the Board shall meet with the auditor to review his view on the Company’s accounting principles, risk areas, internal control routines etc.

The Board has established as a guideline that the auditor may only be used as a financial advisor to the company provided that such use of the auditor does not have the ability to affect or question the auditors’ independence and objectiveness as auditor for the Company. Only the Company’s CEO and/or CFO shall have the authority to enter into agreements in respect of such counselling assignments.

In an ordinary shareholders’ General Meeting the Board shall present a review of the auditor’s compensation as paid for auditory work required by law and remuneration associated with other concrete assignments.

In connection with the auditor’s presentation to the Board of his annual work plan, the Board should specifically consider if the auditor to a satisfactory degree also carries out a control function.

Appendixes

Appendix 1: Instructions to the election committee
Appendix 2: Instructions to the remuneration committee
Appendix 3: Instructions to the Board of Directors
Appendix 4: Instructions to the CEO
Appendix 5: Routines for safe handling of inside information