1. Introduction
These corporate governance principles and ethical guidelines describe CellCura’s commitment and
requirements in connection with issues related to corporate governance, including issues of ethical or
moral nature. They are part of CellCura’s corporate governance rules and apply to all employees,
board members, hired personnel, consultants and others who act on behalf of CellCura (the “person”).
CellCura will maintain an open dialogue on ethical issues. CellCura’s ability to create value is
dependent on applying high ethical standards in relation to the market, its owners, employees,
partners, customers and suppliers.
CellCura will ensure that the ethical guidelines are made known and that necessary training is offered
on a regular basis. Each person must ensure that they are familiar with and perform their duties in
accordance with the requirements set out in this document and applicable laws and regulations.
These corporate governance principles and ethical guidelines have been resolved by CellCura's board
of directors and are subject to later changes and amendments.
2. Corporate values and main ethical values
CellCura’s core corporate values as defined by the board of directors are
- develop and use the advanced technology
- strict requirements for health and safety
- high ethical standards
- focus on environmental issues
- active maintenance of adequate funding that reflects the company's goals, strategy and risk
- profile
with the aim to be a state of the art developer and producer of cell technology such as novel
equipment and products for use in assisted reproductive technology (ART) and stem cell research
throughout the world.
Important values for CellCura are equal treatment of shareholders, fair play, open-mindedness and
innovation.
CellCura will treat all shareholders equally no matter their shareholding or connection to the company.
CellCura will comply with applicable laws and regulations, including the Oslo Stock Exchanges /Oslo
Axess rules on corporate governance.
CellCura will act in an ethical, sustainable and socially responsible manner, having among other high
regard for human rights and the natural environment.
CellCura will use its best efforts to be a leading research and technology company on both the working
environment and the natural environment. CellCura does not accept any form of discrimination of its
own employees or others involved in the company’s activities.
CellCura is firmly against any form of corruption or bribery. CellCura will use its best efforts to ensure
that this does not occur within the company and will report any corruption or bribery to the authorities.
CellCura will compete in the market place in a fair and ethically justifiable manner.
3. Information, accounting and reporting
All information, including financial information, given by CellCura will be communicated accurately and
fully, both internally and externally. The communication will be based on openness and the requirement for equal treatment of all participants in the market. All information distributed to the shareholders will also be published on the web side of CellCura at the same time as it is sent the shareholders.
All financial and accounting information shall be correct, registered and reproduced in accordance with
laws and regulations, including relevant accounting standards. CellCura will provide complete, correct
and accurate statements in its reports to supervisory authorities and others. The periods of reporting of
financial information will be as set out in applicable rules and regulations, and no other financial
information will be communicated to participants in the market unless all the market is simultaneously
informed through the publishing of presentation to analysts and similar.
4. Investor relations
CellCura will fulfill the requirements for disclosure set by laws, regulations and the Oslo Stock
Exchange. CellCura believes that sufficient, objective and timely information to the market is
imperative, irrespective of whether the information is positive or negative for the company. Such
information shall be disclosed simultaneously and on an equal basis to investors, analysts and other
market players.
The Chief Executive Officer and Chief Financial Officer of CellCura are the sole spokespersons of the
company. Other officers or employees are not entitled to communicate with shareholders, investors or
analysts. In connection with news releases other contact persons can be named, but their authority is
limited to the specific issue at hand.
5. Equity and dividends
CellCura intends to follow a dividend policy favorable to the shareholders. The amount of any
dividends to be distributed will be dependent on the Company’s investment requirements and rate of
growth as well as the general development and financing of the Company.
6. Take-overs
In a take-over situation the board of directors will focus on and use its best efforts to ensure equal
treatment of the shareholders, and further to have the best interest of the shareholders in mind
regarding price and other conditions.Transactions that in effect have as a consequence a sale of CellCura’s business as a whole will be subject to approval by the general meeting.
7. Relations with suppliers, partners and customers
CellCura will conduct its business in such a way that suppliers, partners and customers can rely on the
company. CellCura expects suppliers and partners to adhere to ethical standards, which are
consistent with CellCura’s ethical standards.
8. Personal conduct
CellCura expects high ethical behavior of everyone who acts on behalf of the company. The person
must abide by applicable laws and regulations and carry out their duties in accordance with the
requirements and standards that apply in CellCura.
CellCura requires that the person treat everyone with whom they come into contact through their work
or work related activities with courtesy and respect. The person must refrain from all conduct that can
have a negative effect on colleagues, the working environment or otherwise.
CellCura’s property and assets must be treated in a proper manner and only be used for the purpose,
which they are intended to serve. The person must protect CellCura’s property and assets against
loss, damage and abuse.
9. Confidentiality
No unauthorized person shall have access to any information regarding the activities of CellCura that
may be considered a business secret. Each person involved in the activities of CellCura must prevent
any unauthorized person from gaining such access.
Any person receiving confidential information in the ordinary course of the business of CellCura shall
keep such information confidential. The individual must comply with the requirements for confidential
treatment of all such information, except when disclosure is authorized or required by law. The duty of
confidentiality continues to apply after termination of the employment relationship or after an
assignment has been completed.
10. Insider trading
No person may use, or contribute to others using, insider information about CellCura or other
companies to subscribe for or trade in securities, either privately or on CellCura’s behalf. Insider
information is information capable of affecting the price of securities and which is not publicly available
or generally known to the market. Reference is made to the inside trading rules and regulations
passed by the Board of Directors and applicable law.
11. Conflict of interest
All transactions between CellCura, other group companies, affiliated companies and persons and
other customers or suppliers, shall be made on market terms.
Members of the Board of Directors of CellCura and its employees must behave impartially in all
business dealings and not give other companies, organizations or persons improper advantages. If a
member of the Board of Directors or the executive management has a material interest in a
transaction or other matter involving the company, he or she shall ensure that the Board of Directors is
notified of the situation immediately.
In the event of any not immaterial transactions between the company and its shareholders, members
of the Board of Directors, members of the leading management or close affiliated persons or
companies, the Board of Directors will ensure that a valuation is obtained from an independent third
party. This also applies to transactions between companies within the CellCura group where any of the
companies involved have minority interests.
No one must be involved in or deal with any matter in which they themselves, their spouse, partner,
co-habitant, close relative or any other person with whom they have close relations, has a direct or
indirect financial interest. Nor may anyone work on or deal with any matter where there are other
circumstances that might undermine trust in the person’s own impartiality or to the integrity of the
work. A person must not use the property of CellCura or information acquired through their position or
office in CellCura for personal advantage or for the purpose of competing with CellCura.
12. Board of Directors
The Board of Directors shall be composed so as to ensure that the Board of Directors can attend to
the common interests of all shareholders and meet the company’s need for expertise, capacity and
diversity. The composition of the Board of Directors shall ensure that it can operate independently of
any special interests. A majority of the shareholder-elected members of the Board of Directors shall be
independent of the leading employees and material business contacts. At least two of the members of
the Board of Directors elected by the shareholders shall be independent of the company’s main
shareholders. The Board of Directors shall not include leading employees.
The remuneration of the Board of Directors shall reflect the responsibility, expertise, time commitment
and the complexity of CellCura’s activities and will not be linked to the company’s performance.
Members of the Board of Directors or their affiliated companies shall not take on specific assignments
for CellCura in addition to their appointment as a member of the Board of Directors, unless the
assignments and the remuneration for these have been approved by the Board of Directors.
13. Directorships, employment or other assignments
CellCura employees must not engage in other paid directorships, employment or assignments of any
significance outside CellCura except by agreement with CellCura. Should a conflict of interest arise, or
if the employee’s ability to perform their duties or fulfill their obligations to CellCura is compromised, such approval will not be granted, or will be withdrawn.
14. Use of the auditor by the management for services other than the audit
The Auditing and Auditors Act requires that the auditor is independent of CellCura’s executive
management. In order to contribute to greater awareness of the auditor’s independence, the Board of
Directors shall make sure that it receives an annual written statement from the auditor, which confirms
that the auditor continues to satisfy the requirements for independence. In addition, the Board of
Directors shall make sure that the auditor provides the Board of Directors with a summary of all
services in addition to audit work that have been undertaken for the company during the last year.
The Auditing and Auditors Act sets out requirements for the independence and objectivity of the
auditor.
These requirements imply that CellCura’s auditor among other:
- cannot act as an consultant in such manner that he later may have to audit the results of his own consultancy,
- cannot perform functions that in reality form part of CellCura’s strategy work, business related transactions, operations, management, control and internal audits,
- cannot make decisions for CellCura, including participating in or influencing the decision
making process or supplying significant premises for the CellCura’s decisions, or acting as
CellCura’s attorney,
- cannot put himself in a situation where his own independence and objectivity does not appear
credible.
If a member of the executive management is in any doubt as to whether CellCura can consult the
auditor on a specific issue, the person shall discuss the question with the auditor.
15. Remuneration policy
Pursuant to the provisions of the Companies Act, the General Meeting is required to approve the
Board of Directors declaration of remuneration policy for every coming year. The main principles of the
remuneration policy, that may be subject to change, is as follows:
The Board of Directors in CellCura is responsible for determining the remuneration of the Chief
Executive Officer. The Chief Executive Officer is - together with the Board of Directors - again
responsible for the remuneration of the management team.
The underlying principle when determining the remuneration is that the total compensation package
reflects the responsibility and duties resting with the team members - and that the employee
contributes to the long-term value creation in CellCura. It is important that CellCura can offer a
competitive remuneration package that enables CellCura to attract the skills and competences needed
to support the strategic development of CellCura both nationally as well as internationally.
16. Political activity
CellCura does not support individual political parties or individual politicians. The employees are free
to participate in democratic political activities, but this must be without reference to their relationship to
CellCura.
17. Risk management and internal control
The Board of Directors is responsible for ensuring that CellCura has sound internal control and
systems for risk management that are appropriate in relation to the extent and nature of CellCura’s
activities. There will be an annual review of the company’s most important areas of exposure to risk
and its internal control arrangements.
18. Information and computer systems
The individual’s use of information, computer systems and, in particular, Internet services must be
governed by the needs of the business and not by personal interests. Information produced and stored
on CellCura’s computer systems is regarded as the company’s property. CellCura therefore reserves
the right to access all such information except where limited by law or agreement.
Each person is responsible for maintaining electronic files and archives in an orderly manner. Any use
of software in breach of any copyright law or provision is prohibited.
19. Procedures
If a person is uncertain as to the application and understanding of CellCura’s ethical guidelines or
becomes aware of breaches of these guidelines, the person should immediately contact his or her
superior. Where the person feels unable to report the matter to line management, the concern may be
addressed to the Chief Executive Officer or the Chairman of the Board.
CellCura will not sanction in any form any individual who, in good faith and in a responsible manner,
informs persons in positions of responsibility about possible breaches of CellCura’s ethical guidelines
or applicable laws.
20. Consequences of breaches of the corporate governance principles and ethical guidelines
Breaches of these corporate governance principles and ethical guidelines or applicable law may result
in disciplinary action, or dismissal with or without notice, and may in addition be reported to the
relevant authorities.
21. Amendments
Only the Board of Directors and the Chief Executive Officer may make amendments to these
corporate governance principles and ethical guidelines. Any such amendments will be made known in
due time before implementation into the guidelines.
