The Norwegian Code of Practice for Corporate Governance - Statoil

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If the recommendation includes candidates for election to the nominationcommittee, it should also include relevant information on these candidates.In accordance with Section 6 above, the nomination committee’s recommendationsand report should be made available in accordance with the21-day deadline for the notice calling a general meeting.The company should give notice on its web site, in good time, of anydeadlines for submitting proposals for candidates for election to the board ofdirectors, nomination committee or, if appropriate, the corporate assembly.30 CORPORATE GOVERNANCE
8. Corporate assembly and board of directors: composition andindependenceWhere a company has a corporate assembly, the composition of thecorporate assembly should be determined with a view to ensuring thatit represents a broad cross-section of the company’s shareholders.The composition of the board of directors should ensure that the boardcan attend to the common interests of all shareholders and meets thecompany’s need for expertise, capacity and diversity. Attention shouldbe paid to ensuring that the board can function effectively as a collegiatebody.The composition of the board of directors should ensure that it canoperate independently of any special interests. The majority of theshareholder-elected members of the board should be independent ofthe company’s executive personnel and material business contacts. Atleast two of the members of the board elected by shareholders shouldbe independent of the company’s main shareholder(s).The board of directors should not include executive personnel. If theboard does include executive personnel, the company should providean explanation for this and implement consequential adjustments tothe organisation of the work of the board, including the use of boardcommittees to help ensure more independent preparation of mattersfor discussion by the board, cf. Section 9.The chairman of the board of directors should be elected by the generalmeeting so long as the Public Companies Act does not require that thechairman must be appointed either by the corporate assembly or by theboard of directors as a consequence of an agreement that the companyshall not have a corporate assembly.The term of office for members of the board of directors should not belonger than two years at a time.The annual report should provide information to illustrate the expertiseof the members of the board of directors, and information on theirrecord of attendance at board meetings. In addition, the annual reportshould identify which members are considered to be independent.Members of the board of directors should be encouraged to own sharesin the company.31 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 28 and 29: CommentaryThe use of a nomination c
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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