The Norwegian Code of Practice for Corporate Governance - Statoil

The form provided by the company for shareholders to appoint a proxyshould be drawn up so that separate voting instructions can be given for eachmatter to be considered by the meeting and each of the candidates nominatedfor election. In addition, it should be made clear either by instructions on theform or by reference to established guidelines how the proxy should vote inthe absence of specific voting instructions on one or more matters and in theevent of changes to proposed resolutions and new resolutions.Attendance by the board of directors, nomination committee and auditorThe Public Companies Act stipulates that the chairman of the board ofdirectors and the chairman of the corporate assembly must attend generalmeetings. Other members of the board are entitled to attend. The generalmeeting is the main meeting place for shareholders and the officers theyelect, and it is therefore appropriate that all members of the board shouldattend general meetings. Similarly, the auditor should be present. Generalmeetings should be organised in such a way as to facilitate dialogue betweenshareholders and the officers of the company.For the same reasons, the members of the nomination committee shouldattend the annual general meeting in order to present their recommendationsand answer any questions.Chairman of the meeting and minutesThe Public Companies Act stipulates that a general meeting must bedeclared open by the chairman of the corporate assembly or the chairmanof board of directors, or a person nominated by the corporate assembly/board of directors. The general meeting elects a chairman for the meeting.Alternatively, the company’s articles of association may specify who isto chair general meetings. If this is the case, the chairman of the meetingpursuant to the articles of association will also be responsible for declaringthe meeting open. In practice, responsibility for resolving any questions inrespect of voting rights will fall to whoever declares the meeting open.The Code of Practice stipulates that the board of directors should makearrangements to ensure an independent chairman for the general meeting.The board should consider how the objective of an independent chairmancan best be achieved given the company’s organisation and shareholderstructure. It is for the board to decide whether this can best be achievedthrough provisions incorporated in the articles of association or by arrangingfor the person responsible for declaring the meeting open to put forward aspecific proposal for an independent chairman for the meeting.25 CORPORATE GOVERNANCE