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SUPERVISORY COMMITTEE'S REPORT FOR 2005
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To
The Annual General Meeting of Verdipapirsentralen ASA
The Annual General Meeting of Verdipapirsentralen Holding ASA
The Financial Supervisory Authority of Norway
The Supervisory Committee of Verdipapirsentralen ASA had the following members in 2005::
MEMBERS
Jan P. Romsaas, Attorney-at-Law, Chairman
Anton Jørgensen, Bank Manager
Vegard Østlien, Chief Internal Auditor
ALTERNATE
Kjell Hatlen, Assistant Director
MEETINGS
The Supervisory Committee met eight times in 2005. The alternate was invited to attend all these meetings.
WORK DURING THE YEAR:
The Supervisory Committee carried out its tasks in compliance with the Securities Register Act, with the Instructions for the Supervisory Committee adopted by the General Meeting of Verdipapirsentralen ASA on 21 November 2002 and approved by the Financial Supervisory Authority of Norway on 18 December 2002, with the Articles of Association for Verdipapirsentralen ASA and with the Supervisory Committee’s adopted work plan.
The Supervisory Committee is responsible for ensuring that Verdipapirsentralen ASA complies with laws, regulations and the terms and conditions of its licence, along with the Articles of Association and decisions reached by the company’s governing bodies, and for evaluating the security aspects of the company’s operations. The Supervisory Committee shall also ensure that the company has satisfactory guidelines and control routines for the development and management of its information technology and infrastructure, that it has satisfactory guidelines for security and that they are adhered to, and that the company has satisfactory guidelines for the ongoing internal audit of its operations.
• The Board of Directors’ dispositions
The Committee supervised the dispositions of the Board of Directors in 2005 to ensure that they complied with laws and regulations, the terms and conditions of the company’s licence, the Articles of Association, decisions made by the company’s governing bodies, and the security policy established by the Board of Directors.
• Regulatory framework
Verdipapirsentralen ASA was granted a licence by the Ministry of Finance on 29 January 2003 to operate as a central securities depository. The company’s Articles of Association were approved by the ministry on the same date.
In accordance with the Securities Register Act, Verdipapirsentralen ASA has drawn up further rules for its activities. These rules have been approved by the Financial Supervisory Authority of Norway.
In the opinion of the Supervisory Committee, Verdipapirsentralen ASA has complied with the rules laid down for its activities.
In 2005 the Supervisory Committee took the initiative for a legal review of the operations of Verdipapirsentralen ASA to ensure that they are in compliance with the regulatory framework. This review will be conducted by Verdipapirsentralen ASA’s Legal Department, which will report its findings to the Supervisory Committee.
• Security
The Supervisory Committee supports the conclusions of the internal audit unit in its annual report for 2005 to the Board of Directors of Verdipapirsentralen ASA that the depository is in compliance with the Regulations on the Use of Information and Communications Technology (ICT Regulations) and that the users’ and the depository’s data are subject to proper input, processing, distribution, retention and deleting procedures.
The Supervisory Committee has studied the reports submitted by the Board of Directors and the statutory auditor. The Committee is not aware of other circumstances which should be brought to the attention of the Annual General Meeting and the Financial Supervisory Authority.
Oslo, 9 March 2006
Jan P. Romsaas, Chairman
Anton Jørgensen
Vegard Østlien
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