The Norwegian Code of Practice for Corporate Governance - Statoil

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CommentaryThe use of a nomination committee is not regulated by legislation, andshould therefore be laid down in the articles of association.3 The articles ofassociation or separate written guidelines should set out how elections tothe nomination committee are to be prepared, the criteria for eligibility, thenumber of members, the term of office for which members are appointed,the fees to which they are entitled etc.The remuneration paid to members of the nomination committee shouldreflect the character of their duties and the time commitment involved,taking into account the central importance of the nomination committee.Composition of the committeeThe provisions of the Code of Practice on the composition of the nominationcommittee seek to balance differing aspects. On the one hand, the Code ofPractice reflects the principles of independence and the avoidance of anyconflict of interest between the nomination committee and the candidatesit puts forward for election. On the other hand, the Code of Practice takesinto account that elected officers of the company with experience from thecorporate assembly and board of directors contribute an understanding ofthe company’s situation. The composition of the nomination committeeshould also be such that it reflects the interests of shareholders in general.The company should provide information on the membership of thenomination committee on its web site.The nomination committee should be independent of the company'sboard of directors. This means that the candidates for election to thenomination committee should not be proposed by the board of directors.The independence of the nomination committee from the company's boardof directors and executive management dictates that candidates for electionto the nomination committee should be put forward by the nominationcommittee itself.The company's guidelines for the nomination committee should establishrules for rotation of the members of the nomination committee, for exampleby requiring that at a stipulated regular interval the member of the committeewith the longest service at that time shall retire and be replaced.3 The Public Companies Act does not regulate nomination committees, and the nominationcommittee is therefore a ‘voluntary’ corporate body. Financial institutions are subject tospecific rules on nomination committees.28 CORPORATE GOVERNANCE
The work of the nomination committeeThe chairman of the nomination committee has the overall responsibilityfor the work of the committee.The nomination committee should ensure that it has access to the expertiserequired in relation to the duties for which the committee is responsible.The nomination committee should have the ability to make use of resourcesavailable in the company or be able to seek advice and recommendationsfrom sources outside of the company.When reporting its recommendations to the general meeting, the nominationcommittee should also provide an account of how it has carried out itswork.The nomination committee is expected to monitor the need for any changesin the composition of the board of directors and to maintain contacts withshareholder groups, members of the corporate assembly and board andwith the company’s executive personnel. The nomination committee shouldpay particular attention to the board’s report on its own performance, cf.Section 9 on the work of the board.In carrying out its work, the nomination committee should actively seek torepresent the views of shareholders in general, and should ensure that itsrecommendations are endorsed by the largest shareholders.The committee’s recommendation should provide a justification of how itsrecommendations take into account the interests of shareholders in generaland the company’s requirements, cf. Section 8 on the composition of thecorporate assembly and board of directors.The justification should accordingly include information on each candidate'scompetence, capacity and independence. Information on the candidatesshould include each individual's age, education and business experience.Information should be given on ownership interests in the company, and onany assignments carried out for the company, as well as on the individual'smaterial appointments with and assignments for other companies andorganisations. If the committee recommends the re-election of a member ofthe board of directors, the justification should also provide information onhow long the candidate has been a member of the board of directors and hisor her record in respect of attendance at board meetings.29 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 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 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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