Terms f Reference - Bard f Directrs (apprved by the Bard n 12 April 2018) 1. Respnsibility and Principal Duties The Bard f Directrs has the verall respnsibility fr the gvernance f the Cmpany and fr supervising the Cmpany s executive management and business. The fundamental respnsibility f the Bard is t act in the best interests f the Cmpany, having regard t Directrs statutry and fiduciary bligatins and create value fr sharehlders. The Bard als sets the Cmpany s strategic aims, prviding the leadership t put them int effect and reprting t sharehlders n their stewardship. The Bard has a cntinuing duty t acquire and maintain a sufficient knwledge and understanding f the Cmpany s business t enable directrs t discharge their duties. It is imprtant t nte that delegatin f respnsibility by the Bard t a Cmmittee des nt abslve the full Bard frm respnsibility fr a Cmmittee s wrk r decisins. In discharging its bligatins, the Bard s principal duties are t: prvide leadership in setting the Cmpany s lng-term strategic directin and t apprve the Cmpany s verall strategic plan, perating gals, budgets, perfrmance indicatrs and the business plans established t achieve them; mnitr and evaluate the perfrmance f the Cmpany thrugh its financial reprting and achievement f perating bjectives; participate in identifying the principal risks f the business, t achieve a prper balance between risks incurred and ptential returns and t versee the implementatin f apprpriate systems t manage risks; mnitr and evaluate the perfrmance f the CEO, taking apprpriate actin as warranted, and t prvide fr effective successin planning; adpt plicies and prcesses t enable effective cmmunicatin with sharehlders, stakehlders and the public; ensure the integrity f the Cmpany s internal cntrl and management infrmatin system; develp practices t ensure that the Bard functins independently f management and majr sharehlders; and see that prcedures are in place t ensure statutry respnsibilities are met, an effective Crprate Gvernance prgram has been established, and crprate dcuments and recrds are prperly prepared, apprved and maintained. 2. Particular Items subject t Bard Apprval r Infrmatin The fllwing items shall always be subject t Bard apprval: - Agreements f significant strategic impact; - Apprval f material financing, with the exceptin f smaller wrking capital credit lines; - Investments in financial securities;
- All items that require decisin by the Bard as set ut in the Articles; - appintment and terminatin f CEO, CFO, appintment f auditrs, recmmendatin t increase issued share capital and alltment f shares; - Financial accunts quarterly tgether with prpsal fr press release; - Budgets, annually and when revisin is required; - Nn-budget items at a cst in excess f the CEO s apprval limits set ut in the Cmpany s Authrity Schedule; and - Establishment f sales ffices and frmatin f subsidiaries fr strategic purpses. The fllwing items shall regularly be presented t the Bard fr infrmatin: - Safety reprts; - Tenders and agreements related t seismic cntracts with an estimated revenue value (n a day rate basis) significantly less than either: (i) the average vessel rates achieved ver the previus twelve mnths; r (ii) the anticipated cst f perfrming the cntract; - The latest available summary f accunts with cnfrmatin t budget item by item and cash-flw prjectins; - Cmpliance with cvenants f financing arrangements; - Currency expsure; - Status f Vessels CAPEX; - Vessels schedule; - Recruitment status; and - Sales status / marketing measures. 3. Qurum The Bard shall cnsist f n mre than ten Directrs. A majrity f Directrs including n less than tw independent Directrs must be present either in persn r by telephne t cnstitute a qurum. The Bard is nt qurate if a majrity f the directrs present r represented are United States Citizens. Directrs nt able t participate in persn shall, if pssible, participate by phne, VOIP r similar technlgy. 4. Physical Bard Meetings The time and place f meetings f the Bard and the prcedures at such meetings shall be determined frm time t time by the members f the Bard, prvided that: Physical Bard meetings shall take place a minimum f fur times a year and therwise when required; Physical Bard meetings shall nrmally be held in Dubai; The CEO, CFO and Cmpany Secretary shall, in general, always attend Bard Meetings; and The Bard shall at all times have the right t determine which nn-bard members shall be present at any part f the meetings f the Bard.
5. Phne Bard Meetings Phne Meetings may be held when necessary. When pssible, Directrs and management lcated in Dubai, shall physically meet t participate in the meeting and such meetings shall always be deemed t be held in Dubai. Phne Meetings shall typically be initiated by invitatin t phne/voip cnference frm the Cmpany Secretary r anther persn in the management f the Cmpany situated in Dubai. 6. Written Reslutins Written Reslutins require the signature f each Directr in rder t be valid. Written Reslutins may nly be used t apprve: - Items earlier discussed by the Bard but nt frmally reslved upn in a meeting, prvided n Directr has expressed any disagreement t the prpsed reslutin; and - Minr issues that require apprval by the Bard, fr example, due t request frm a cntract party; - Urgent issues where time des nt permit a bard meeting. Written reslutins shall typically be initiated by Cmpany Secretary r anther persn in the management f the Cmpany situated in Dubai. 7. Ntice f Bard Meetings/Written Reslutins The CEO and any Directr can require the Cmpany Secretary t call fr a Bard Meeting. If time permits, any Bard meeting shall be frmally called with at least 5 days written ntice. Unscheduled physical Bard meetings shall be ntified as sn as pssible. Requests fr a Written Reslutin, when pssible, shall be submitted t the Directrs at least 2 days in advance f the reslutin being required. The Chairman shall always be ntified f a Bard meeting/written reslutin in advance f the issue f a Bard meeting ntice. Ntice f a Bard meeting shall be via e-mail t all Directrs with a request fr all Directrs t acknwledge receipt f ntice. If n acknwledgment is received within 24 hurs, the Cmpany Secretary shall try t cntact the relevant Directr. The agenda fr a Bard meeting and any discussin material shall, if pssible, be included in the ntice f the Bard meeting. Discussin material shall be submitted t the Bard 5 days prir t the date f the meeting. Only in extrardinary situatins is a shrter ntice perid acceptable. The agenda fr the meeting shall identify which items require a reslutin and which items are nly fr infrmatin/discussin purpses. Discussin material shall always be prepared and sent t the Directrs in advance where a Bard reslutin f mnetary value is required. The discussin material shall, as a minimum, include a descriptin f the backgrund fr the item and a prpsal fr reslutin. Out f respect fr the envirnment, discussin material shall nt be prvided t the Directrs in print, ther than in exceptinal circumstances.
A Directr may waive ntice f a meeting, and attendance f a directr at a meeting is deemed t be a waiver f ntice f the meeting, except where a member attends a meeting fr the express purpse f bjecting t the transactin f any business n the grunds that the meeting has nt prperly been called. 8. Reslutins Reslutins at Bard meetings shall nrmally be passed by majrity vte unless therwise required by the Articles. If a majrity vte cannt be made with the Directrs present, determinatin n the issue shall be pstpned t the next Bard meeting. If a majrity vte cannt be reached at the secnd meeting, the Chairman shall be entitled t use his casting vte (pursuant t Article 110 f the Cmpany s Articles). Authrizatin t negtiate and sign any kind f dcuments shall in principle always be given t members f executive and senir management. 9. Minutes and Reprting Respnsibility The Cmpany Secretary shall prepare the Minutes f the Meetings. Actin Pints arising ut f Bard Meetings shall be submitted t all directrs fr cmments as sn as pssible and latest ne week after the meeting. Draft minutes f each Bard Meeting shall be submitted t the Chairman and thereafter t the Bard within three weeks f the meeting. The Directrs shall submit any cmments t the minutes in writing within five days after receiving the prpsal fr minutes, hwever the Minutes shall be frmally apprved n the fllwing Bard Meeting. The Minutes shall include: Date and time f meeting; Frm and venue f meeting; Present and absent Directrs, physical lcatin f each Directr; Whether the present Directrs cnstitute a qurum; Present members f management and their physical lcatin; Present Bard advisrs if any; Precise recrd f all decisins taken, brief summary f all issues discussed and any directives r authrizatins given by the Bard t the management; - Attachment f discussin material if required by a Directr r if required fr the understanding f the cntent f reslutins passed; - Recrd f whether reslutins were unanimus r include dissents, and if dissent, the identity f the dissenting party. The Minutes shall be signed by the Chairman and the Cmpany Secretary at the fllwing Bard Meeting unless an earlier signed reslutin is required in which case the Minutes shall be signed after the due date fr cmments frm the Directrs has passed.
10. Annual Plan The Bard shall at the end f each year reslve n a Bard Plan fr the fllwing year cntaining a schedule fr physical bard meetings and an utline and schedule f knwn items t be discussed at each meeting. 11. Cmmittee Structure The Bard has statutry authrity t appint any Cmmittees that it cnsiders necessary fr the efficient cnduct f the affairs and business f the Crpratin and t prescribe the duties f any Cmmittee it appints. The Bard f Directrs has established the fllwing cmmittees: Crprate Gvernance and Remuneratin; and Audit and Risk. Separate Terms f Reference have been develped fr the Cmmittees. 12. Auditr The Directrs shuld meet with the auditr f the Cmpany annually withut the executive management being present. At the Bard Meeting apprving the annual accunts, the auditr shall be available physically r by phne fr ptential questins frm the Bard. 13. Evaluatin The Directrs shall evaluate their wn perfrmance annually. The Directrs shall evaluate the CEO annually. 14. Management Respnsibilities The Bard discharges its bligatins directly thrugh recmmendatins it receives frm Cmmittees f the Bard and by delegating certain f its pwers t fficers and emplyees f the Cmpany. The CEO and the executive management are respnsible fr the day-t-day peratins f the Cmpany, acting within apprved Bard plicies and directives. In general terms, the Bard expects that the CEO and the executive management will: Develp a visin and philsphy fr the Cmpany with strategic and peratinal plans t achieve the visin; Establish, priritize and achieve crprate strategies, bjectives, budgets, business plans and perfrmance indicatrs; Identify, priritize and manage the principal risks t the Cmpany; Appint, train, mtivate, mnitr and evaluate emplyees, and develp an effective successin plan fr executive and senir management psitins; Prpse and implement plicies and prcesses t enable effective cmmunicatin with sharehlders, stakehlders and the public;
Design and implement plicies and prcedures t ensure the integrity f the Cmpany s internal cntrl and management infrmatin systems; Prvide accurate, cmplete and timely infrmatin t the Bard t enable it t discharge its bligatins and meet its gvernance and legal respnsibilities; Establish and implement prcedures t ensure statutry respnsibilities are met, an effective Crprate Gvernance prgram is in place and crprate dcuments and recrds are prperly prepared, apprved and maintained; and Ensure cmpliance with the plicies and prcedures accrding t which the Cmpany is perated. 15. Access t Crprate Recrds In perfrming any f its duties and respnsibilities, the Bard shall have access t any and all bks and recrds f the Cmpany required fr the executin f the Bard s bligatins and, as necessary, shall discuss with apprpriate crprate fficers and emplyees such recrds and ther relevant matters. 16. Expenses Travel shuld be arranged by the Cmpany s retained travel agents and charged directly t the Cmpany. Alternatively, travel expenses shall be refunded by the Cmpany subject t receipt f cpy f invices and cpy f flight cnfirmatin. Directrs may fly business class and shall endeavr t btain best available fares. Directrs will be refunded all reasnable csts assciated with htel accmmdatin necessary fr attendance at Bard meetings. The cst f phne calls related t a Directr fulfilling his/her functin as Directr are refundable subject t the Cmpany Secretary receiving an invice highlighting the calls that are refundable. All expenses shall be submitted t the Cmpany Secretary fr apprval by way f an expense claims frm with relevant invices attached. Expenses are prcessed at the end f each mnth. 17. Cmpliance with Laws and Regulatins The Bard f Directrs shall n an annual basis: Apprve and adpt a reprt describing the Cmpany s crprate gvernance cmmitments and cmpliance with the recmmendatins f the Nrwegian Cde f Practice fr Crprate Gvernance; and Cnfirm cmpliance with the Cmpany s Cmmitments. 18. Access t Independent Advice The Bard f Directrs is entitled t engage utside advisrs at the Cmpany s expense, if, in the pinin f the Bard, this is necessary in rder fr the Bard t prperly discharge its functins, duties and respnsibilities. 19. Renewal f Terms f Reference The Bard shall review annually its Terms f Reference and, where apprpriate, make revisins.