The Norwegian Code of Practice for Corporate Governance - Statoil

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However, the overview may refer to more detailed information elsewhere inthe annual report or on the company’s web site.Corporate values represent an important foundation for corporate governance.A company’s corporate values, together with its ethical guidelines andguidelines for corporate social responsibility, may play a significant role inthe way the company is perceived.At the core of the concept of corporate social responsibility is the company’sresponsibility for the manner in which its activities affect people, societyand the environment, and it typically addresses human rights, prevention ofcorruption, employee rights, health and safety and the working environment,and discrimination, as well as environmental issues.This Code of Practice for corporate governance applies in addition to any other guidelinesthat the board of directors may have issued for the company’s activities, cf. inter alia thePublic Limited Liability Companies Act (Allmennaksjeloven – hereinafter “Asal.” or the “PublicCompanies Act”) § 6-12 and any formal instructions for executive management, cf. Asal. § 6-13.Companies listed on Oslo Børs must publish a comprehensive report on the company'scorporate governance in the directors' report or in a document that is referred to in thedirectors' report, cf. ‘Continuing obligations of stock exchange listed companies’, Section 7.The rules also require that companies must provide an explanation of any matters wherethey do not comply with the Norwegian Code of Practice for Corporate Governance.Companies that apply for listing on Oslo Børs must as part of the application confirm thatthe company complies with the Norwegian Code of Practice for Corporate Governance orexplain any deviation therefrom (or the equivalent code for foreign companies that complywith a code of practice in the state in which they are registered or the code of practicethat applies to the primary market for their shares), cf. Listing rules for shares, Section 3.4,third paragraph, Item 32, Section 9.1, second paragraph, Item 3 and Section 9.2, secondparagraph, Item 5, in respect of listing on Oslo Børs. These rules also apply to companieslisted on, or subject to an application for admission to listing on, Oslo Axess.An EEA prospectus for an offer for subscription or purchase or for admission to listing on aregulated market must include a statement as to whether or not the issuer complies withthe national code of practice for corporate governance in its country of incorporation,cf. Securities Trading Act Regulations § 7-13, equivalent to Commission Regulation (EU)No. 809/2004, Annex 1, Item 16.4. The same provision requires that if the issuer does notcomply with the relevant code of practice, a statement to that effect must be includedtogether with an explanation of why the issuer does not comply with the code.The Accounting Act (Regnskapsloven) § 3-3b stipulates that companies, including foreigncompanies for which Norway is the home state, must provide a report on their policies andpractices for corporate governance either in the annual report or in a document referred toin the annual report, and this must include a justification for any deviation from the code ofpractice or rules for corporate governance to which the company is subject.14 CORPORATE GOVERNANCE
2. BusinessThe company’s business should be clearly defined in its articles ofassociation.The company should have clear objectives and strategies for its businesswithin the scope of the definition of its business in its articles of association.The annual report should include the business activities clause fromthe articles of association and describe the company’s objectives andprincipal strategies.CommentaryThe Public Companies Act requires that the articles of association state thenature of a company’s business. A company’s articles of association, togetherwith its publicly declared objectives and principal strategies, provide theinformation needed to help ensure that shareholders can anticipate the scopeof the company’s activities. In many cases, the business activities clause inthe articles of association is expressed in relatively general terms. This maypermit the company considerable freedom to change its actual activities andrisk profile. The business activities clause should provide a clear statement ofthe nature of the company’s business. This is not intended to restrict the boardof directors’ ability to take strategic decisions within the overall scope of thecompany’s business as defined by its owners through the articles of association.The question of appropriate balance between room for manoeuvre on the partof the board and executive management and any wish by the shareholders tolimit their freedom in this respect is a matter for the general meeting.The purpose of publishing information on these matters in the annual reportis to provide shareholders and the capital markets in general with a degree ofpredictability. It is for the board of directors to decide how much detail shouldbe provided in this respect after taking into account the need to protect thecompany’s commercial interests.The Securities Trading Act (Verdipapirhandelloven - “Vphl.”) § 5-5 stipulates that companies,including foreign companies for which Norway is the home state, must produce an annualfinancial report at the latest for months after the end of each financial year. The company’sbusiness activities and the scope of the board of directors’ authority are restricted to thebusiness specified in its articles of association, cf. Asal. § 2-2, first paragraph, item 4, or asotherwise approved by the general meeting.15 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 10 and 11: Changes to the Code of Practice sin
Page 12 and 13: Section 14 ‘Take-overs’The reco
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

The Norwegian Code of Practice for Corporate Governance - Statoil

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