The Norwegian Code of Practice for Corporate Governance - Statoil

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Changes to the Code of Practice since October 2010The previous printed edition of the Code of Practice was published on 21October 2010.Following a consultation exercise in 2011, NCGB decided to announcecertain minor changes and amendments to the Code of Practice in the formof a separate document dated 21 October 2011. NCGB again carried outa consultation exercise in 2012. The main features of the amendments thathave been made are described in brief below.Changes to the Code of Practice in October 2011The following amendments were made:Section 1 ‘Implementation and reporting on corporate governance’Section 3-3b of the Accounting Act introduced a statutory requirement in2011 for companies to provide a report on their policies and practices forcorporate governance, and includes requirements on how the report must bemade available. Amendments were made to the Code of Practice to bring itinto line with the Accounting Act requirements.Section 8 ‘Corporate assembly and board of directors: composition andindependence’Oslo Børs amended its rules in respect of the independence of the board ofdirectors in February 2011. Amendments were made to the account of theserules in the footnote to Section 8, but the Code of Practice’s requirementsas stipulated in Section 8 are stricter than the revised rules applied by OsloBørs and were not amended.Section 9 ‘The work of the board of directors’A change made to the Stock Exchange Regulations in 2010 extended therequirement for companies to have an audit committee to include certaincompanies other than Norwegian listed public companies. The commentaryand footnotes to Section 9 were amended to reflect these changes.10 CORPORATE GOVERNANCE
Changes to the Code of Practice in October 2012The following amendments have been made:Section 1 ‘Implementation and reporting on corporate governance’The commentary to this Section now provides a more detailed explanationof the ‘comply or explain’ principle. The commentary clarifies that the Codeof Practice imposes more comprehensive requirements than the AccountingAct in respect of the information that companies must provide.Section 4 ‘Equal treatment of shareholders and transactions with close associates’In accordance with the convention used in the Code of Practice for the useof ‘should’ and ‘must’, the wording of this section has been amended so thata decision to waive pre-emption rights in the event of an increase in sharecapital ‘should’ be justified, and the stock exchange announcement of suchshare issues ‘should’ include the justification for this decision. This does notrepresent a material change.Section 7 ‘Nomination committee’The commentary to this Section now provides more guidance on whatshould be included in the nomination committee’s recommendations. Thisincludes clarification that the committee’s justification of its recommendationsshould address the criteria specified in Section 8 on the compositionof the board of directors.Section 8 ‘Corporate assembly and board of directors: composition andindependence’This Section now makes it clear that the recommendation on the compositionof the corporate assembly only applies to companies that have a corporateassembly. The commentary to this Section clarifies that not having acorporate assembly does not represent a deviation from the Code of Practice.Section 10 ‘Risk management and internal control’The third paragraph of the recommendation, which relates to the reporton the main features of internal control etc., has been deleted since this isnow a requirement stipulated by the Accounting Act. The explanation inthe commentary to this Section on what the report should include has beenretained.11 CORPORATE GOVERNANCE
Page 1 and 2: THE NORWEGIAN CODE OF PRACTICE FORC
Page 3: Published 23 October 2012Seventh ed
Page 6 and 7: TABLE OF CONTENTSThe Norwegian Corp
Page 8 and 9: Unlisted companies with broadly hel
Page 12 and 13: Section 14 ‘Take-overs’The reco
Page 14 and 15: However, the overview may refer to
Page 16 and 17: 3. Equity and dividendsThe company
Page 18 and 19: 4. Equal treatment of shareholders
Page 20 and 21: etc. where the value exceeds 1/20th
Page 22 and 23: 5. Freely negotiable sharesThe comp
Page 24 and 25: CommentaryNotice calling the annual
Page 26 and 27: The Public Companies Act requires t
Page 28 and 29: CommentaryThe use of a nomination c
Page 30 and 31: If the recommendation includes cand
Page 32 and 33: CommentaryComposition of the corpor
Page 34 and 35: • does not have any cross-relatio
Page 36 and 37: company, and on any material appoin
Page 38 and 39: The board’s responsibility for th
Page 40 and 41: egulations for the entire board of
Page 42 and 43: The provisions on the duty of Norwe
Page 44 and 45: • contribute to ensuring that the
Page 46 and 47: 11. Remuneration of the board of di
Page 48 and 49: 12. Remuneration of executive perso
Page 50 and 51: The chief executive is appointed by
Page 52 and 53: When publishing annual and interim
Page 54 and 55: CommentaryFundamental consideration
Page 56 and 57: The board of directors and the exec
Page 58 and 59: appended thereto, it must be referr
Page 60 and 61:
The knowledge and experience of the
Page 62:
The Code of Practice is published b
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The Norwegian Code of Practice for Corporate Governance - Statoil

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