The Norwegian Code of Practice for Corporate Governance - Statoil

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etc. where the value exceeds 1/20th of the share capital at the time of thetransaction. In such cases, the board of directors must arrange for a reportfrom an independent expert such as a state authorised public accountantor registered auditor to address, inter alia, the contract/assets etc. involved.The Code of Practice's requirements apply where a transaction is notimmaterial for either the company or the close associate involved. Atransaction may be not immaterial for the company even if the considerationpaid by the company is less than 1/20th of its share capital. Where a valuationis required as a result of the Code of Practice but is not required by the Act,the third party does not necessarily have to be a state authorised publicaccountant or registered auditor. The board of directors should report allsuch transactions in the annual report.The Code of Practice stipulates that guidelines should be established toensure that the board of directors is notified of a situation where a memberof the board or a member of the executive personnel has a material interestin a transaction or other matter entered into by the company or bindingon the company. This is more comprehensive than the requirements of thePublic Companies Act on conflict of interests for members of the boardand the requirements of securities legislation on the disclosure of sharepurchases etc.20 CORPORATE GOVERNANCE
All a company’s shares carry equal rights unless the articles of association stipulate that thereare different types of shares (several classes of shares), cf. Asal. § 4-1. A principle of equalrights is also reflected, inter alia, in Asal. § 10-4 on the pre-emption rights of shareholders tosubscribe for an increase in share capital by cash payment and the restrictions in § 5-21 and§ 6-28 on a general meeting adopting any resolution which may give certain shareholdersor other parties an unreasonable advantage at the expense of other shareholders or thecompany. See also the requirement in Vphl. § 5-14 on discriminatory treatment that is notobjectively based in the issuer's and the holders' mutual interests.Transactions in a company's own shares must be evaluated in relation to the rules onduty of disclosure, cf. Vphl. § 5-2, the requirement for equal treatment of all shareholders,cf. Vphl. § 5-14, the prohibition of misuse of insider information, cf. Vphl. § 3-3, and theprohibition of price manipulation and unreasonable business methods, cf. Vphl. § 3-8 and§ 3-9. Transactions by a company in its own shares are subject to notification requirements,cf. Vphl. § 4-2.Asal. § 3-9 stipulates that transactions between companies in the same group must bebased on standard business terms and principles.Asal. § 3-8 stipulates that certain agreements between a company and a shareholder/shareholder's parent company (including certain close associates etc of a shareholder/shareholder's parent company), and between a company and a member of the boardof directors or the chief executive, require approval by the general meeting if theconsideration exceeds 1/20th of the share capital. The board of directors must ensure thatan account of the acquisition is prepared pursuant to the rules set out in Asal. § 2-6, whichmust also confirm that there is a small correlation between the costs and benefits. Theaccount must be included as an appendix to the notice calling the general meeting, andmust be notified to the Register of Business Enterprises. The requirement for approval bythe general meeting does not apply to certain agreements, including business agreementswhich fall within the normal activities of the company and which apply prices and otherterms and conditions common for such agreements.The company must as soon as possible publicly disclose not immaterial transactionsbetween the company and shareholders, members of the board of directors, executivepersonnel or the close associates of any such parties, or with another company in thesame group, cf. Section 3.3 of ‘Continuing obligations of stock exchange listed companies(Continuing obligations)’. The company's financial accounts must include furtherinformation on transactions with close associates, cf. the Accounting Act (Regnskapsloven)§ 3-9, equivalent to IAS 24 Related Party Disclosures. See also Securities Trading Regulations§ 5-3.21 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 18 and 19: 4. Equal treatment of shareholders
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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