The Norwegian Code of Practice for Corporate Governance - Statoil

should be paid to the balance between male and female members of the board.The board is responsible as a collegiate body for balancing the interests ofvarious stakeholders in order to promote value creation by the company. Theboard should be made up of individuals who are willing and able to work asa team.Independence of the board of directorsIt is important that the board of directors, as required by the Public CompaniesAct, operates as a collegiate body when carrying out its duties. Members of theboard must not operate as individual representatives for specific shareholders,shareholder groups or other stakeholders. In order to support the stock market’sconfidence in the independence of the board, at least two of its membersshould be independent of the company’s main shareholder. This principle isparticularly important for companies where one or more controlling shareholderscould, in practice, decide the outcome of elections to the board.The majority of the members elected to the board of directors by shareholdersshould be independent of the company’s executive personnel and its main businessconnections. It is important that the composition of the board ensures thatit is able to evaluate the performance of the executive personnel and considermaterial agreements entered into by the company in an independent manner.Particular attention should be paid to ensuring that the board is capable ofindependently evaluating the company’s performance and specific matters putforward by the executive management.In general terms, a member of the board of directors may be defined as independentwhen the individual in question has no business, family or otherrelationships that might be assumed to affect his or her views and decisions.It is difficult to provide an exhaustive summary of all the matters that mightaffect the independence of a member of the board. When evaluating whether amember of the board is independent of the company’s executive managementor its main business connections, attention should be paid to ensuring, interalia, that the individual:• has not been employed by the company (or group where appropriate) ina senior position at any time in the last five years• does not receive any remuneration from the company other than the regularfee as a board member (does not apply to payments from a companypension)• does not have, or represent, business relationships with the company• is not entitled to any fees as a board member that are dependent on thecompany’s performance or to any share options33 CORPORATE GOVERNANCE