The Norwegian Code of Practice for Corporate Governance - Statoil

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