Corporate Policies

Shareholder and dividend policy
Confirmit’s objective is to yield a competitive return of invested capital to the shareholders through a combination of dividends and share price development. In evaluating the dividend amount, the Board of Directors emphasizes stable development, the Company's dividend capacity, and the requirements for sound equity capital as well as for adequate financial resources to enable future growth.

Confirmit expects to pay no dividends for the next few years because of the Company's acquisitive and organic growth strategy. Once expansion plans within existing business areas and geographically has been put into effect, the Company will evaluate further growth as opposed to dividend payments. Future dividend policy will depend on which choice is made. The Company has for the last 5 years not paid any dividend.

Corporate governance
General principles
Confirmit's principles of company ownership and management lay the foundation for the long-term values created for the benefit of stockholders, employees, customers, partners, suppliers and other interested parties. Confirmit will, at all times, fulfill the requirements made by law. In addition, open and honest communication and equal treatment of the company's stockholders will contribute to gaining trust from investors and other interested parties.

Business
Confirmit’s article of association which describes the company’s objectives and principal strategies is as follows: “The Company’s purpose is developing and marketing software, including participation in other companies' business.” Confirmit operates according to its article of association and is the world’s leading provider of survey & reporting software for Market Research and Enterprise Feedback Management (EFM).

Equity and Dividends
Confirmit aims to be financed through equity. Confirmit's equity ratio for the parent company is 89% and 79% for the Group. Confirmit's objective is to yield a competitive return of invested capital to the shareholders through a combination of dividends and share price development. In evaluating the dividend amount, the Board of Directors emphasizes stable development, the Company's dividend capacity, and the requirements for sound equity capital as well as for adequate financial resources to enable future growth. On March 6, 2007, Confirmit’s General Meeting resolved to authorize the Board of Directors to increase the share capital with up to NOK 787.500 by issuing up to 4,500,000 new shares, each with a nominal value NOK 0.175. The authority is valid for two years from the date of the General Meetings resolution.

Equal treatment and related party transactions
Confirmit has only one class of shares. Each share represents one vote. Confirmit is listed on Oslo Stock Exchange, and will through Oslo Stock Exchange’s information system and the Company’s website www.confirmit.com publish all relevant information. There have not been any material transactions between the company and its shareholders, members of the Board of Directors, management or close associates of any such parties. Confirmit has established an in-house policy regarding trade in the Confirmit share for members of the Board and employees.

Freely negotiable shares
All shares in Confirmit have no form of restriction and are freely negotiable.

General Meeting
The stockholders represent the highest authority in the Company through the general meeting. Confirmit strives to conduct general meetings in accordance with recommendations for corporate governance by sending out notice for the general meeting two weeks prior to the meeting. Shareholders who cannot attend the general meeting in person may vote through proxy.

Nomination committee
Confirmit’s articles of association states that the Company shall have a nomination committee composed of three members to be elected by the general meeting for a period of two years. The nomination committee was elected for the first time at the ordinary general meeting in 2006. The nomination committee shall at most have one member who is also a member of the Board of Directors and shall not include any representative from the management. The role of the nomination committee is to propose to the general meeting candidates for the members of the Board of Directors and the consideration to be paid to such members.

The following nomination committee was elected at the ordinary general meeting March 6, 2007:

Hans Eirik Olav (Chairman)

Erik Braathen

Tore Sirevaag

Board of Directors composition and independence
Confirmit’s objective is to ensure that the Board can attend to the common interests of all shareholders and meets the Company’s need for expertise, capacity and diversity. The composition of the Board of Directors shall comply with the requirement of independence between the Board of Directors and the Company’s executive management, and its main business connections.

The work of the Board of Directors
The Public Companies Act stipulates that the Board of Directors has the ultimate responsibility for the management of the Company and for supervising its day-to-day management and activities in general. Confirmit has resolved written instructions for the Board with specification of roles, responsibilities and matters to be considered by the Board. The Board of Directors determines an activity plan every year. The activity plan covers controlling, strategy and company development. The Board receives monthly consolidated profit and loss statements and balance sheet reports, as well as executive management reports summarizing the previous month performance. Remuneration for the Board of Directors is determined by the general meeting. The nomination committee recommends remuneration for Board of Directors to the general meeting.

Remuneration of the executive management
Confirmit seeks to appear as an attractive employer and by that gain leading employees with valuable experience. The Company must aim at having a system for remuneration which in combination with challenging work tasks is perceived as competitive in the market. Management is granted share option and has a variable salary tied to revenue and performance based targets.

Information and communication
Confirmit strives to give fast, correct and sufficient information at the end of each fiscal quarter. Rapid financial reporting reduces the possibilities of leaks and contributes to equal treatment of all shareholders. Confirmit targets to provide the market with adequate information concerning the Company in order to ensure a valuation reflecting the underlying values. However, the Company will not divulge concrete information concerning future revenue and results.

Take-over's
The Board of Directors shall ensure the best possible interest and development for the Company's shareholders. The Board of Directors will not, without special cause, prevent or hinder an offer for the Company or its shares. In such situations, the Board of Directors will assess the offer presented and prepare a statement to the company's shareholders. A decision will be made by the general meeting.

Auditor
The auditor participates in board meetings that deal with the annual accounts. In this meeting the auditor reviews any material changes in the Company’s accounting principles, risk areas, internal control routines and the company’s accounting. The Board of the Directors reports the remuneration paid to the auditors at the annual general meeting.

Corporate Policies

Shareholder and dividend policy

Corporate governance

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