GRIEG SEAFOOD ASA (”GRIEG” or ”The Company”), is the parent company of a group where companies within this group has as its purpose the production and trading on seafood and other activities that are naturally compatible with this purpose (group). The Company is established and registered in Norway and must comply with Norwegian law, that which is all matters pertaining to company (law and) securities laws and regulations. The Company has undertaken to comply with all relevant laws and regulations, also Norwegian recommendations on corporate governance. The same applies to all companies under GRIEG’s control.  This corporate governance document applies fully to all companies within the group.
 
The Company's Board of Directors has approved this corporate governance document as Corporate Governance to make GRIEG's willingness to demonstrate proper conduct of its business.
Naturally then, the board of directors have accepted an instructions for the Board of Directors- and the Company's Management.
The Company adheres to all laws and regulations relating to handling and control of insider trading and information to the shareholders and the market.

This governance document contains the measures which are implemented to secure efficient management and control of the GRIEG group operation. The primary goal is to have routines and systems of communication, surveillance, responsibility, internal control and incentives that secure the demands of the group's results, the paramount success of operations, and the return of investments to shareholders. The board of directors will continually evolve and improve upon the Corporate Governance. This is considered an important process upon which the board of directors and management will at all times focus strongly.

The Company is to be managed by an efficient board of directors who have shared responsibility for the Company’s success. The Board represents and is responsible for the Company’s shareholders.

The Board of Directors’ duties consist of the compilation of GRIEG’s strategy and attention to the implementation of said strategy, efficient supervision by general manager, control and supervision of the Company’s financial situation, internal controls and the Company’s overriding responsibility for, and communication to, the shareholders.

The Board of Directors shall ensure that the Company, at any given time, is adequately organized and managed in such a manner that the Company’s tasks can be resolved and the set goals reached, and operations are performed in accordance with all relevant laws and regulations. The Board of Directors shall further ensure that the organization is in accordance with the Company’s business according to the articles of association and the guidelines given to the board by the shareholders in the General Meeting.

The Board of Directors shall initiate any investigations the board finds necessary at any given time to perform their duties. The Board shall also initiate such investigations requested for by one or more board members.

1.1.1 Supervision and Reporting
The Board of Directors shall make sure that they are at any given time kept up to date with regards to the Company’s financial situation. The Board’s obligation is to make sure that the company’s operation, bookkeeping and capital management are subject to satisfactory control, and that the reporting routine in the group at any given time is satisfactory. The members of the Board shall have full and free access to managers, employees and accounts for each and all of the companies in the group. The Board shall make sure the managing director submits monthly reports to the Board with reference to the financial situation.

1.1.2 Capitalization
The Board of Directors shall continually evaluate whether the Company’s capital and liquid assets are, at any given time, sufficient with regards to the risk and extent of the Company’s operation, and that the minimum requirements that are set in existing legislation and regulations are in fulfillment. The Board shall immediately initiate all necessary actions if the Company’s capital and or liquid assets should prove to be insufficient.

The purpose of internal control is to see that the Company, through its organization of operations and routines, secures its customers’ interests, also by an advance warning to enable management to reach its set goals. Achievement of goals also requires secure systematic and strategic work and planning, identification of risks involved, choice of risk profile, and also the establishment and implementation of controls and actions that will ensure goal achievement.

Internal control is an ongoing process that is initiated, implemented and monitored by the company’s board of directors, management and employees. The internal control is modeled to provide reasonable security for reaching the company’s goals in the following:

• Goal-oriented, efficient and adequate activity,
• Reliable internal and external reporting,
• Compliance with rules and regulations, including internal guidelines.

The board shall report at least once a year on how such controls are carried into effect according to the provided guidelines laid down.

The board has fixed systems for the completion and reporting of internal controls within the Company. Internal Control Reporting also consists of meeting the same requirements as the controlling and reporting which is laid down in the regulations for aquaculture which came into force 1 January 2005.

2.4.1 Number of Board Members
The Board of Directors has, according to the articles of association, up to 7 members.

2.4.2 Independent Board Members
The majority of the Board Members shall consist of members who are not reliant on the Company’s daily management and essential business connections. Further, the Board shall consist of at least two members who are independent from the Company’s principal shareholders. Principal shareholders are shareholders who own more than 10% of the chares.

Independence in this connection requires that there are no circumstances or affiliations that can influence the aforementioned person’s independent evaluation. In the assessment of independence, the majority of the deciding factors shall be whether the person/people:

• Have been employed in the Company or affiliated with the Company in the past three years;
• Have accepted or are accepting any payment from the Company aside from Board allowance; or
• Have had substantial business connections to the Company within the past three years

According to the Public Limited Companies Act, the managing director can not simultaneously be the chairman of the board.

The Members of the Board are elected by the shareholders in the Company’s General Meeting for a period of two years as long as the articles of association are not altered. The chairman of the board is elected in the General Meeting by individual votes. The board itself elects the deputy to the chairman. The shareholders can, in the General Meeting, decide to dismiss a member of the board.

GRIEG has not established a nominating committee; however they will consider the need for such a committee, also the need for other committees such as a Remuneration committee, in accordance with changes among the shareholders of the Company.

The Board of Directors has determined a number of instructions for the Board of Directors and the Company’s administrative management (Management) which consists of more detailed decisions concerning duties, working methods and obligations as to confidentiality. The role, respectively, of the board and the managing director is separate and the division of responsibility between the two is stipulated in writing and approved by the board.

Instructions for the Board and the Management were approved by the board 20 April 2007.

The Company has established principals for a share options program which includes the key administrative personnel at GRIEG. The principals of this program were approved at the Company's General Meeting 20 April, 2007.

The Company has not allotted share options to the board members.

The Company's vice administrating director and finance director will, as set out in further detail in the conditions, have the right to a severance payment equivalent to 9 months salary in addition to salary within the resignation period of 3 months.

GRIEG shall give its shareholders, Oslo Stock Exchange and the general financial markets (through Oslo Stock Exchange’s information system) timely and precise information at any given time. Such information will be given in the form of annual reports, quarterly reports, press release, companies disclosure and investor presentations, dependent upon the format most suitable. The Company shall attempt to prepare its long-term potential, including strategy, value and risk factors. The Company shall maintain an open and active policy for investor relations, and shall provide presentations in connection with annual and current results regularly.

The Company shall make announcements about each circumstance where for example the Board and General Meeting will be asked to make decisions regarding distributions, mergers and demergers or changes in the share capital, permission of subscription rights, convertible loans and all contracts of substantial importance that are entered into by the Group’s companies or related parties.

All transactions that are essential between the Company and a shareholder, a member of the board or leading management or any related party hereof shall be subject to a valuation by an independent third party. If the compensation exceeds one twentieth of GRIEG's share capital, then such transactions shall be approved by the shareholders in the General Meeting, according to the requirements set out in the Public Limited Companies Act §3-8. Members of the Board and management shall inform the Board in such a case where they have substantial interest in a transaction to witch the Company is party.

The Company's auditor is chosen by the shareholders at the General Meeting in accordance with the Public Limited Companies Act. The Company's auditor must be authorized by the government. The Board must provide proposals in the General Meeting as to election, dismissal and payment of the auditor. The Board shall supervise the auditor's independence, as well as the auditor's performance of tasks in addition to audit. The Board shall have a meeting at least once a year with the auditor without a representative from management present. The Board shall inform the shareholders in the General Meeting about the auditor's payment for both the ordinary audit and execution of other tasks.

At any given time, the Company shall have an owners' equity which is justifiable with regards to the Company's strategy, operation and risk profile.

GRIEG's goal is to render a competitive return on invested capital to the shareholders through distribution of dividends and the increasing of the share price. The Board will base its assessment of the dividend's size upon security, predictability and stability, the Company's dividend capacity, the requirements for wholesome and optimum owners' equity, as well as adequate financial resources to arrange for future growth and investment, and the desire to minimize capital expenditure.

The shareholders represent the highest authority in GRIEG through the General Meeting.

The General Meeting for GRIEG will be held every, and within the end of June. The financial statements, annual reports and share dividends shall be approved in the General Meeting, including other decisions that are required under existing laws and regulations.

The Board can call for an extraordinary General Meeting at any given time when they find it necessary or when such meetings are required by existing laws and regulations. GRIEG's auditor and every shareholder or a group of shareholders that represent more than 5% of GRIEG's share capital can demand that the Board to call for an extraordinary General Meeting.

The Board will give notice of a General Meeting at least two weeks before the meeting takes place and will ensure that the notice and additional information is sufficiently detailed and extensive. Each shareholder may be asked to determine whether or not they wish to attend and participate in the meeting, however this must be done in advance. Those shareholders who cannot attend may vote by proxy. A proxy form will be enclosed with the notice of a General Meeting. It will also be possible to give proxy to the chairman of the board or the Company's administrating director. GRIEG will publish the General Meeting protocols on its homepage and will also make the protocols available for inspection at the Company's business office.

The Board of Directors shall not contact the shareholders outside of the General Meeting in a way that will discriminate between the shareholders in an unreasonable way or be in conflict with existing laws and regulations.