Directors' Duties in Subsidiary Companies

The Board of Directors of Green Resources subsidiaries shall perform the normal functions of a Board.

  1. The Directors of the Green Resources subsidiary (the Company) are elected at the Annual General Meeting (AGM) of the Company for one year at a time, or according to decisions made by any interim AGMs. The Directors are compensated according to Green Resources’ rates.
  2. The Company is a private profit oriented company. It shall aim at following the best international environmental and social standards, and good corporate governance. The Directors’ shall work to promote the interests of the Company.
  3. The Board of Directors is expected to meet approximately four times per year.
  4. The prime functions of the Directors in the subsidiary companies are to:
    1. Ensure that the Company is governedby the policies and objectives formulatedand agreed upon by the Board of Green Resources and that of the Company.
    2. Contribute to the growth of the Company.
    3. Ensure that the interests of the main stakeholders’ are taken into account, inthe daily operations and long term strategies of the Company.
    4. Ensure that the Company follows all national legislation, including the preparation of an Annual Report.
    5. Appoint the Managing Director (MD) ofthe Company, to whom responsibility for the administration of the organisation is delegated, following the recommendation of Green Resources Chief Executive Officer (CEO). There shall be an Annual Review of the MD’s performance and regular guidance in his/her work
    6. Agree on the Company’s long term plan as proposed by the MD of the Companyand the CEO of Green Resources and reviewing the plan once a year, typicallyduring Q3.
    7. Agree on the Company’s Annual Budget, as proposed by the MD of theCompany and the CEO of Green Resources, the latest by 15 November of the year prior to the budget year.
    8. Ensure that the Company adheres to the approved budget and thatmanagement follows the policies set out in Green Resources’ Company Handbook.
    9. Approve all loans and significant long contracts agreed by the Company, as proposed by the MD of the Company and the CEO of Green Resources. TheAGM, not the Directors, shall deal with allissues related to the shares of the Company.
  5. The Directors shall assist in building and enhancing the Company’s ‘public image’ and representing the Company externally, as agreed with the MD of the Company.
  6. All decisions related to share issues, borrowings that accumulative exceeds 1/4 of the equity value of the Company, acquisitions with a value exceeding 1/4 of the net asset value of the Company or divestitures of more than 10% of the Company’s asset shall be approved by the Company’s Annual General Meeting.The Company’s issued and paid up capital shall always be equal.
  7. Directors might from time-to-time, undertake consulting work for the Company, as requested by the MD and approved by Green Resources. This work shall be conducted according to Green Resources rates.