Board Statement on Corporate Governance

Nordic Nanovector ASA (the ‟company”) considers good corporate governance to be a prerequisite for value creation and trustworthiness and for access to capital. In order to secure strong and sustainable corporate governance, it is important that the company ensures good and healthy business practices, reliable financial reporting and an environment of compliance with legislation and regulations. Nordic Nanovector’s Board of Directors actively adheres to good corporate governance standards and will at all times ensure that Nordic Nanovector complies with ‟The Norwegian Code of Practice for Corporate Governance” (the ‟Code”) most recently revised 30 October 2014 issued by the Norwegian Corporate Governance Policy Board (NCGB), or explain possible deviations from the Code. The Code can be found at www.nues.no. Nordic Nanovector has governance documents setting out principles for how business should be conducted, and these also apply to Nordic Nanovector’s subsidiaries. The Code covers 15 topics, and this statement covers each of these topics and states Nordic Nanovector’s adherence to the Code. Information concerning corporate governance pursuant to section 3-3 b of the Norwegian Accounting Standard Act is included in section below.

1. Implementation and reporting on corporate governance
A Corporate Governance Policy was adopted by the Board of Directors on 27 January 2015 for and on behalf of the company and is, in all material respects based on the Code, to which the board has resolved that the company shall adhere. The Board of Directors will ensure that the company at all times has sound corporate governance. An overall review of the company’s corporate governance is included in the company’s annual report to the shareholders and on the company’s web page. 
Deviations from the Code: None

2. Business
Nordic Nanovector ASA’s business is defined in the company’s articles of association as follows: The objective of the company is to develop, market and sell medical products and equipment and to run business related thereto or associated therewith. The strategies and primary objectives are included in the annual report. 
Deviations from the Code: None

3. Equity and dividends
The company shall have an equity capital that is suitable for its objectives, strategy and risk profile. The board has a clear and predictable dividend policy which is disclosed in the company’s annual report. The mandates to the board to increase Nordic Nanovector’s share capital is tied to defined purposes, and limited in time no later than the date of the next Annual General Meeting.
Deviations from the Code: None

4. Equal treatment of shareholders and transaction with close associates
Nordic Nanovector ASA has only one class of shares. Each share in the company carries one vote, and all shares carry equal rights, including the right to participate in General Meetings. The nominal value of each share is NOK 0.2. If the board resolves to carry out a share issue without pre-emption rights for existing shareholders, then the justification shall be publicly disclosed in a stock exchange announcement issued in connection with the share issue.

The board will arrange for a valuation to be obtained from an independent third party, in the event of a not immaterial transaction between the company and its shareholders, a shareholder’s parent company, members of the board, executive management or closely-related parties of any such parties.

Members of the board and executive management are obliged to notify the board if they have a significant, direct or indirect, interest in any transaction carried out by the company other than by virtue of their position within the company. The Board of Directors will report in the annual report any transactions with related parties.
Deviations from the Code: None

5. Freely negotiable shares
All shares are freely negotiable with no form of restriction on negotiability.
Deviations from the Code: None

6. General Meeting
The board shall take reasonable steps to ensure that as many shareholders as possible can exercise their voting rights in the company’s General Meetings, and that the General Meetings are an effective forum for the views of shareholders and the board. The chairman of the Board of Directors, the CEO and CFO are present at the Annual General Meetings, along with the Nomination Committee and the company auditor. Shareholders who are unable to participate themselves may vote by proxy, and a person can also be appointed to vote for the shareholders as a proxy. Notice of the meeting and relevant documents, including the proposal of the Nomination Committee, are made available on the company website three weeks in advance of the General Meeting. Notice of the General Meeting is sent to all shareholders individually, or to their depository banks, three weeks in advance of the General Meeting. The notice of the General Meeting includes information regarding shareholders’ rights, guidelines for registering and voting at the General Meeting. The company provides information on the procedure for representation at the General Meeting through proxy, nominates a person to vote on behalf of the shareholders, and to the extent possible prepare a form which allows separate voting instructions for each matter.
Deviations from the Code: None

 7. Nomination committee
The Nomination Committee shall consist of three members. The General Meeting elects the members of the Nomination Committee, its chair and determines the committee's remuneration. The majority of the members shall be independent of the Board of Directors and the management, and at least one member shall not be a member of the committee of representatives or the board. No more than one member of the committee shall be a member of the Board of Directors, and any such member shall not offer himself for re-election to the board. The Nomination Committee shall not include the chief executive or any other executive personnel.

The Annual General Meeting, 9 March 2015, elected Johan Christenson (chair), Ole Peter Nordby and Olav Steinnes as members of the Nomination Committee. The Nomination Committee’s duties, if appointed, include proposing candidates for election to the board and the Nomination Committee and proposing fees to be paid to such members.
Deviations from the Code: None

8. Composition and independence of the board
The composition of the board shall ensure that it can act independently of any special interests. The board was elected at the Annual General Meeting 9 March 2015 and consists of; Ludvik Sandnes (chair), Roy H. Larsen, Gisela M. Schwab, Per Samuelsson and Hilde H. Steineger. Ludvik Sandnes (chair), Roy H. Larsen, Gisela M. Schwab and Hilde H. Steineger are independent of the company’s executive personnel, material business and the company’s major shareholder(s). The board was elected for the period until Annual General Meeting in 2016. The CVs of the board members are presented on the company’s website and the board members' shareholding is disclosed in note 12 in the Annual Report 2015.
Deviations from the Code: None

9. The work of the Board of Directors
The board prepares an annual plan for its work, with particular emphasis on objectives, strategy and implementation. The board evaluates annually its performance and expertise in the previous year.

The Board of Directors has established an Audit Committee consisting of Hilde H. Steineger (Chair), Ludvik Sandnes and Per Samuelsson for the thorough and independent handling of questions concerning accounting, audit and finance. The Board of Directors has established a compensation committee consisting of Per Samuelsson (Chair), Ludvik Sandnes and Hilde H. Steineger which is a preparatory and advisory committee for the board in questions relating to the company’s remuneration of the executive management. The board has also established instructions for the committees and the CEO.
Deviations from the Code: None

10. Risk management and internal control
It is the responsibility of the board to ensure that the company has sound internal controls in place and systems for risk management that are appropriate in relation to the extent and nature of the company’s activities. The board conducts an annual review of the company’s most important areas of exposure to risk, such as internal control arrangements. Board meetings are held frequently, and management reports are distributed to the board on a monthly basis. Financial performance is reported on a quarterly basis.
Deviations from the Code: None


11. Remuneration of the Board of Directors
The remuneration of the board is proposed by the Nomination Committee and decided by the shareholders at the Annual General Meeting of the company. The level of remuneration of the board reflects the responsibility of the board, its expertise and the level of activity in both the board and any board committees. The remuneration of the board is not linked to the company's performance.

The company has not granted share options to members of the board. If board members, or companies associated with board members, take on specific assignments for the company in addition to their appointments as members of the board; this will be reported to the board and the board will approve the remuneration for such additional duties.
Deviations from the Code: None

12. Remuneration of executive personnel
The board has established guidelines for the remuneration of the executive personnel. These guidelines are communicated to the Annual General Meeting. The performance-related remuneration of the executive personnel, such as share option grants and bonus programs, are linked to value creation for shareholders. 
Deviations from the Code: None

13. Information and communications
Nordic Nanovector ASA will provide timely and precise information about the company and its operations to its shareholders, the Oslo Stock Exchange and the financial markets in general (through the Oslo Stock Exchange’s information system). Such information will be given in the form of annual reports, quarterly reports, press releases, notices to the stock exchange and investor presentations. The company has published an annual, electronic finance calendar with an overview of the dates for important events, such as the Annual General Meetings and publishing of interim reports. Nordic Nanovector ASA complies with “the Oslo Børs Code of Practice for IR” as of 10 June 2014.
Deviations from the Code: None

14. Company take-overs
The Board of Directors has established guiding principles for how it will act in the event of a take-over offer. The Board of Directors will not attempt to influence, hinder or complicate the submission of bids for the acquisition of the company's operations or shares, or prevent the execution thereof. The Board of Directors will help ensure that shareholders are treated equally. If a take-over offer is made, the Board of Directors will obtain a valuation from an independent expert and issue a recommendation as to whether shareholders should accept the offer.
Deviations from the Code: None

15. Auditor
On an annual basis, the auditor presents to the Audit Committee the main features of the plan for the performance of the audit work. The auditor also participates in meetings of the Board of Directors that deal with the annual financial statements and, at least once a year, carries out a review of the company’s procedures for internal control in collaboration with the audit committee. In addition, the external auditor meets with the Board of Directors, without management being present, at least once per year.
Deviations from the Code: None

Approved by the Board of Directors, 17 March 2016.