The company’s name is Zalaris ASA. The company is a public limited company.


The company’s business office is in Oslo municipality.


The Company’s activities are to provide full-service outsourcing and consulting services related to the sale, implementation and operation of HR (Human Resources) processes and functionality such as payroll, payroll accounting, human resources administration, expense reports, follow-up of sick leave, recruitment training management etc. and the sale of associated software, as well as owning shares in other companies and businesses associated with this.


The company’s share capital is NOK 2,213,527.90 divided into 22,135,279 shares, each with a nominal face of NOK 0.10. The company’s shares shall be VPS registered.


The company’s board of directors shall have from 3 to 10 members, following the general meeting’s further decision.


The company shall have an election committee. The Nomination Committee shall consist of two or three members after the general meeting’s decision. The members of the Nomination Committee, including the Chairman of the Nomination Committee, are elected by the General Meeting. Unless otherwise followed by the general meeting’s decision, elections will be made to the nomination committee for a period of two years.

The Nomination Committee submits its recommendation to the general meeting for the election of shareholder-elected directors and members to the nomination committee, as well as to remuneration to the board members. The remuneration of the members of the Nomination Committee is determined by the General Meeting. The General Meeting may establish guidelines for the Nomination Committee.


The company’s company is jointly subscribed to by two board members or one board member and general manager.


Documents relating to matters to be dealt with at the general meeting, including documents that are to be included in or attached to the notice, do not need to be submitted to the shareholders if the documents are made available on the company’s website. A shareholder may still require to receive documents relating to matters to be dealt with at the general meeting.

Shareholders may cast their vote in writing, including using electronic communications, for a period prior to the general meeting. The Board may set further guidelines for such pre-voting. It shall be stated in the General Meeting notice which guidelines have been set.

At the annual general meeting, the following questions shall be dealt with and decided:

Approval of the annual accounts and the annual report, including distribution of dividends.

Other matters that, by law or by statute, belong to the general meeting.

Articles and Associations for Zalaris ASA

Mrs. Pran holds a Master of Law from the University in Oslo and a Master in Auditing and Accounting from NHH Norwegian School of Economics. Mrs. Pran has extensive board experience and serves currently on the boards of YARA ASA, ABG Sundal Collier ASA, B2 Holding ASA, Hitec Vision AS and Motor Gruppen AS.

Note: * Independent of the Company’s corporate management, main business connections and major shareholders (deﬁned as a shareholder that controls 10% or more of Zalaris’ shares or votes).

Ms. Engstam has a background from General Manager and International Executive positions at leading global technology-, IT- and BPO services providers as Indian HCL and American IBM, with experience of setting up and running both Business Process Outsourcing, Software and Consulting services. Ms Engstam holds a M.Sc. in Civil Engineering from Chalmers University of Technology, an International Directors Program Certificate from INSEAD, as well as executive education from institutions like Harvard, IMD, London Business School and Stockholm School of Economics.

Liselotte currently serves on the boards of TietoEvry Oy, Transtema AB, S-Group AB and as Chairman of FCG Group AB.

Mr. Koivurinta has broad experience of implementing international acquisitions and integrations in both Europe, US and Asia. Today, he mainly works with his own industrial and service SME companies and investments, as well as with start-ups in areas like surveillance, AI, pharmaceuticals, archipelago developments, boat manufacturing etc. He also for instance acts as business & industrial advisor to Kongsberg and international defence companies.

Mr. Koivurinta’s educational background includes a M.Sc. in political sciences and law from Helsinki University in Finland, an MBA from IMD in Switzerland, as well as being alumni of MIT’s Entrepreneurship Center in Cambridge, Massachusetts in the United States, and of the Finnish National Defence Programme and the French L’Institut des hautes études de défense nationale.

Mr Eriksson have had different roles within AB Electrolux including production, product management and marketing, and Managing Director in different countries. He also co-founded and was the CEO of Tradimus AB. Tradimus was a BPO-company (business process outsourcing) with focus on order to delivery with over 1 billion SEK in turnover.

Mr. Eriksson’s educational background includes a M.Sc. from Kungliga Tekniska Högskolan in Stockholm and an MBA from Ohio State University USA.

Board of Directors

The objective of the Corporate Governance Code is for companies listed on Norwegian regulated markets to practice corporate governance that regulates the division of roles between shareholders, the board of directors, and executive management more comprehensively than is required by legislation.

Good corporate governance will strengthen confidence in companies and help to ensure the greatest possible value creation over time in the best interests of shareholders, employees, and other stakeholders.

The Company's corporate governance principles are based on, and comply with, the Norwegian Corporate Governance Code.

Corporate Governance Policy

The company distributes information impartially when communicating with shareholders and analysts. Presentations prepared for investors in connection with annual and quarterly reports are made available on the company’s website at defined times. Any events that may affect the company are reported immediately.

Reporting to the market and contact with shareholders, investors, and analysts outside general meetings are based on the following principles:

All price-sensitive information must be provided simultaneously to all market participants. This implies that statements to the stock exchange and press releases will be distributed through Oslo Børs, as well as published on Zalaris’ website.

Presentations used in meetings with individual investors must not be different from those previously presented on Zalaris’ website. Nor should individual investors be given verbal information that is not shared with the overall market.

Meetings with investors and analysts should, as far as possible, be avoided during the last month prior to the release of financial information. If such meetings are held, special care should be shown with respect to the information provided.

Price-sensitive developments that will have an extraordinary impact on profits should normally be disclosed when they occur, thus ensuring that the entire market receives the information simultaneously.

Communication with shareholders, investors and analysts is a key priority for Zalaris ASA. The aim is to provide sufficient information so that shareholders can be confident that the share price reflects the underlying value.

Investor Relation Policy

Corporate Management

Regional Management

Management Team

The nomination committee currently consists of three members elected by the annual general meeting: Bård Brath Ingerø (leader), Ragnar Horn and Sven Thoren.

The main purpose of the nomination committee is to recommend candidates for the board of directors; it also suggests remuneration for the board and committee members.

Nomination Committee

Corporate Governance

In order to maintain our high ethical standards Zalaris ASA encourage all employees, business partners and stakeholders to use their right to report their concerns so that negative conditions can be corrected.

Incidents, breaches or suspected breaches of:

Zalaris ASA’ Code of Conduct, or laws and regulations

Corruption, including bribes and facilitation payments

Zalaris ASA will ensure that no one suffers any detrimental treatment as a result of having reported possible violations in good faith. Any employee knowingly making a false report for the purposes of harming another individual will be subject to disciplinary action.

The whistleblowing channel is provided by an external service provider. The channel is encrypted, and you can choose to report anonymously if you wish. Only the external provider has the necessary details to un-encrypt the information. All concerns reported are received and managed by Zalaris ASAs’ Compliance department. The reports are treated with strict confidentiality.

The whistleblowing channel allows anyone to report illegal, or suspected illegal, actions and violations of Zalaris ASAs’ Code of Conduct and internal policies in a confidential manner.

Articles and Associations for Zalaris ASA

Last amended 10 June 2021

Corporate Governance