The Norwegian Code of Practice for Corporate Governance - Statoil

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4. Equal treatment of shareholders and transactions with closeassociatesThe company should only have one class of shares.Any decision to waive the pre-emption rights of existing shareholdersto subscribe for shares in the event of an increase in share capitalshould be justified. Where the board of directors resolves to carryout an increase in share capital and waive the pre-emption rights ofexisting shareholders on the basis of a mandate granted to the board,the justification should be publicly disclosed in a stock exchangeannouncement issued in connection with the increase in share capital.Any transactions the company carries out in its own shares should becarried out either through the stock exchange or at prevailing stockexchange prices if carried out in any other way. If there is limitedliquidity in the company’s shares, the company should consider otherways to ensure equal treatment of all shareholders.In the event of any not immaterial transactions between the companyand shareholders, a shareholder’s parent company, members ofthe board of directors, executive personnel or close associates ofany such parties, the board should arrange for a valuation to beobtained from an independent third party. This will not apply if thetransaction requires the approval of the general meeting pursuantto the requirements of the Public Companies Act. Independentvaluations should also be arranged in respect of transactions betweencompanies in the same group where any of the companies involvedhave minority shareholders.The company should operate guidelines to ensure that members ofthe board of directors and executive personnel notify the board ifthey have any material direct or indirect interest in any transactionentered into by the company.18 CORPORATE GOVERNANCE
CommentaryGeneralThe Public Companies Act stipulates that neither the general meeting, northe board of directors nor the chief executive may make any decision that isintended to give an unreasonable advantage to certain shareholders at theexpense of other shareholders or the company. The Securities Trading Actstates that a company may not treat shareholders differently unless there isa factual basis for such discrimination.Different classes of sharesThe basic assumption of the Public Companies Act is that all a company’sshares have equal rights unless the articles of association specify that thecompany is to have more than one class of shares. Holders of each class ofshares must be treated equally. The Code of Practice is more restrictive thanthe Public Companies Act in that the Act does permit companies to havedifferent classes of shares.Share issuesThe Public Companies Act allows the pre-emption rights of existingshareholders to subscribe for shares in the event of an increase in sharecapital to be waived by the general meeting. Such a resolution requires thesame majority as is required for a change to the articles of association. If theboard of directors proposes that the general meeting should approve such awaiver of pre-emption rights, the reasons for the waiver must be justified bythe common interest of the company and the shareholders. An explanation ofthis must be included as an appendix to the agenda for the general meeting.Where the board of directors resolves to carry out an increase in share capitalon the basis of a mandate granted to the board, the justification for waivingthe pre-emption rights of existing shareholders must be disclosed in the stockexchange announcement of the increase in share capital.Transactions with close associatesThe Code of Practice’s requirements on independent valuation of materialtransactions between the company and any shareholder(s) etc. do notapply where the general meeting considers the transaction pursuant tothe provisions of the Public Companies Act in respect of transactionswith close associates and certain transactions between companies withinthe same group. The Act requires that general meeting approval will berequired for certain agreements between the company and shareholders19 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 14 and 15: However, the overview may refer to
Page 16 and 17: 3. Equity and dividendsThe company
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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