The Norwegian Code of Practice for Corporate Governance - Statoil

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5. Freely negotiable sharesThe company’s shares must, in principle, be freely negotiable.Therefore, no form of restriction on negotiability should be includedin a company’s articles of association.CommentaryThe basic requirement imposed by stock exchange legislation andregulations is that a company may only exercise any provisions in its articlesof association for transfers of shares to require approval by the boardof directors, restrictions on share ownership or other restrictions on thenegotiability of shares to the extent that there is sufficient cause to restrictnegotiability and that such restriction will not cause disturbances in themarket. The Code of Practice is stricter than this, and requires that thecompany’s articles of association are free of any form of restriction on thenegotiability of its shares.Shares may change owners by transfer or in some other way unless otherwise provided forby law, the company’s articles of association or an agreement between the shareholders,cf. Asal. § 4-15. If the articles of association contain provisions on a requirement forconsent to a change of ownership or pre-emption rights for other shareholders, changeof ownership is subject to the rules set out in Asal. § 4-16 to § 4-23. The company’s sharesmust, in principle, be freely transferable, cf. Stock Exchange Regulations (Børsforskriften)§ 6. If the company has been given a discretionary right to bar a share acquisition, suchright may only be exercised if there is sufficient cause and such imposition does not causedisturbances in the market. The Financial Institutions Act (Finansieringsvirksomhetsloven)§ 2-2 lays down rules on the prior approval of qualifying ownership interests in a financialinstitution. See also the Act of 14 December 1917 relating to acquisition of waterfalls, minesand other real estate.22 CORPORATE GOVERNANCE
6. General meetingsThe board of directors should take steps to ensure that as manyshareholders as possible may exercise their rights by participating ingeneral meetings of the company, and that general meetings are aneffective forum for the views of shareholders and the board.Such steps should include:• making the notice calling the meeting and the support informationon the resolutions to be considered at the general meeting, includingthe recommendations of the nomination committee, available onthe company’s website no later than 21 days prior to the date of thegeneral meeting• ensuring that the resolutions and supporting information distributedare sufficiently detailed and comprehensive to allow shareholders toform a view on all matters to be considered at the meeting• setting any deadline for shareholders to give notice of their intentionto attend the meeting as close to the date of the meeting as possible• the board of directors and the person chairing the meetingmaking appropriate arrangements for the general meeting tovote separately on each candidate nominated for election to thecompany's corporate bodies• ensuring that the members of the board of directors and thenomination committee and the auditor are present at the generalmeeting• making arrangements to ensure an independent chairman for thegeneral meetingShareholders who cannot attend the meeting in person should begiven the opportunity to vote. The company should:• provide information on the procedure for representation at themeeting through a proxy,• nominate a person who will be available to vote on behalf ofshareholders as their proxy• to the extent possible prepare a form for the appointment of aproxy, which allows separate voting instructions to be given foreach matter to be considered by the meeting and for each of thecandidates nominated for election.23 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 20 and 21: etc. where the value exceeds 1/20th
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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