REC Silicon – Background information regarding the new board appointments at the extraordinary general meeting scheduled for 21 October 2022.
October 14 2022 - 5:15AM
REC Silicon – Background information regarding the new board
appointments at the extraordinary general meeting scheduled for 21
October 2022.
Reference is made to the calling notice for an extraordinary
general meeting to be held in REC Silicon ASA (“REC” or the
“Company”) on 21 October 2022 where it is proposed to appoint three
new board members, while two of the current board members will be
resigning.
The board of directors would like to take this opportunity to
share some further background information concerning the
proposal.
The current board of directors was appointed at an extraordinary
general meeting on 2 May 2022, in connection with the announced
transaction between Aker Horizons, Hanwha Corporation and Hanwha
Solutions Corporation. As explained in the stock exchange
announcement of 22 April 2022 the purpose was to replace the former
board members who were resigning and to reflect the new ownership
situation in the Company. The board members were elected with a
majority of 98% of the votes cast at the extraordinary general
meeting.
Since being elected, the current board has focused its efforts
on strengthening the Company and preparing for the long-awaited
reopening of Moses Lake. The board believes this represents an
important strategic priority for the Company, but it is not
risk-free and requires large investments. The Company has enjoyed
significant and crucial support from Hanwha in this process, which
was essential to unlock the necessary investments.
On 30 November 2021, before Hanwha Solutions completed its first
share acquisition in the Company, James May was appointed interim
CEO to replace the former CEO, Tore Torvund, who had to step down
for health-related reasons. After the appointment of the interim
CEO, the former board of directors had started searching for
candidates qualified for the position as the new CEO in REC. The
search was temporarily suspended by the former board, due to the
transaction between Aker Horizons and Hanwha, and the search was
then resumed by the new board after its appointment in May 2022. It
has been of high importance for the board of directors to appoint
the most suitable CEO to lead the Company henceforward. Based on a
thorough consideration of the Company’s direction and strategic
priorities going forward, the board decided that the Company needed
a new CEO with strong leadership and management skills and the
necessary technical, operational, and commercial understanding of
the Company’s assets, operations and strategies.
It was based on this backdrop, that Kurt Levens was announced as
the new CEO on 28 September 2022. Mr. Levens is a former Senior
Vice President of REC Silicon ASA and has been a committed member
of the REC family since 2002. The board strongly believes that the
current CEO and the current management team are the right persons
to lead the Company through the next phase of its development. The
Company has been through a long period without production at Moses
Lake and will now finally be able to resume normal operations under
leadership of the competent management team.
After having taken these important steps to reposition the
Company to take it to the next level, the board believes that the
Company is in now need of appointing new board members with strong
financial and industrial knowledge, and capable of supporting the
management to deliver on the strategy of the Company. While the
current board has included senior representatives from Hanwha, the
Company’s next phase will be focused on securing a successful
reopening of Moses Lake, operational improvements and strengthening
its position in the market.
A new nomination committee was elected at the annual general
meeting in 2022, with support from 99.9% of the votes cast. The
nomination committee has prepared the proposal for new directors to
be elected by the general meeting on 21 October 2022. The board is
pleased with the proposals from the nomination committee, and
considers that this will give the Company a well-composed board
with strong competence, experience and diversity. Tae Won Jun is an
expert in corporate finance and investment management. Dong Kwan
Kim is an expert in corporate mid-to-long term strategy and
photovoltaic and renewable energy industry. Finally, Vivian
Bertseka is an investment expert in the climate and sustainability
industries. All of the nominated board members have a wealth of
experience, and the board is confident that they will be
well-qualified and well positioned to work effectively with the
management to lead the Company through the challenging but
important times of global economic and energy transitions ahead.
For the sake of good order, the board also notes that the current
director, Dr. Renate Oberhoffer-Fritz, will remain as a member of
the board of directors to ensure continuity and help with a smooth
transition for the newly appointed board.
The board appreciates all feedback that has been received from
shareholders and investors during the past months since the current
board was appointed. Overall, there has been a positive development
and the board has taken due notice of the views that have been
expressed.
The board respects and is committed to comply with good
standards of corporate governance, and this firm commitment is also
shared by the nominated board members. Accordingly, all board
appointments and related procedures are carried out in accordance
with Norwegian statutory rules. The same commitment also applies in
the case of related party transactions, if any, and the board of
directors are mindful of the need to ensure that all transactions
are conducted at arms’ length basis and in the best interests of
the Company and all of its shareholders.
The board recognizes that the ongoing support from all of the
Company’s shareholders will continue to be crucial for the success
of the Company. This relationship will continue to be managed in
accordance with good standards of corporate governance and in the
best interest of the Company.
For further information, please contact: Nils O. Kjerstad IR
Contact Phone: +47 9135 6659 Email: nils.kjerstad@crux.no.
About REC SiliconREC Silicon is a leading producer of advanced
silicon materials, delivering high purity polysilicon and silicon
gas to the solar and electronics industries worldwide. We combine
over 30 years of experience and proprietary technology with the
needs of our customers, with annual production capacity of more
than 20,000 MT of polysilicon from our two US-based manufacturing
plants. Listed on the Oslo Stock Exchange (ticker: RECSI), the
Company’s registered address is in Lysaker, Norway.
For more information, go to: www.recsilicon.co
This information is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act
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