The Norwegian Code of Practice for Corporate Governance - Statoil
The Norwegian Code of Practice for Corporate Governance - Statoil
The Norwegian Code of Practice for Corporate Governance - Statoil
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8. <strong>Corporate</strong> assembly and board <strong>of</strong> directors: composition andindependenceWhere a company has a corporate assembly, the composition <strong>of</strong> thecorporate assembly should be determined with a view to ensuring thatit represents a broad cross-section <strong>of</strong> the company’s shareholders.<strong>The</strong> composition <strong>of</strong> the board <strong>of</strong> directors should ensure that the boardcan attend to the common interests <strong>of</strong> all shareholders and meets thecompany’s need <strong>for</strong> expertise, capacity and diversity. Attention shouldbe paid to ensuring that the board can function effectively as a collegiatebody.<strong>The</strong> composition <strong>of</strong> the board <strong>of</strong> directors should ensure that it canoperate independently <strong>of</strong> any special interests. <strong>The</strong> majority <strong>of</strong> theshareholder-elected members <strong>of</strong> the board should be independent <strong>of</strong>the company’s executive personnel and material business contacts. Atleast two <strong>of</strong> the members <strong>of</strong> the board elected by shareholders shouldbe independent <strong>of</strong> the company’s main shareholder(s).<strong>The</strong> board <strong>of</strong> directors should not include executive personnel. If theboard does include executive personnel, the company should providean explanation <strong>for</strong> this and implement consequential adjustments tothe organisation <strong>of</strong> the work <strong>of</strong> the board, including the use <strong>of</strong> boardcommittees to help ensure more independent preparation <strong>of</strong> matters<strong>for</strong> discussion by the board, cf. Section 9.<strong>The</strong> chairman <strong>of</strong> the board <strong>of</strong> 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 <strong>of</strong> directors as a consequence <strong>of</strong> an agreement that the companyshall not have a corporate assembly.<strong>The</strong> term <strong>of</strong> <strong>of</strong>fice <strong>for</strong> members <strong>of</strong> the board <strong>of</strong> directors should not belonger than two years at a time.<strong>The</strong> annual report should provide in<strong>for</strong>mation to illustrate the expertise<strong>of</strong> the members <strong>of</strong> the board <strong>of</strong> directors, and in<strong>for</strong>mation on theirrecord <strong>of</strong> attendance at board meetings. In addition, the annual reportshould identify which members are considered to be independent.Members <strong>of</strong> the board <strong>of</strong> directors should be encouraged to own sharesin the company.31 CORPORATE GOVERNANCE
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