The Norwegian Code of Practice for Corporate Governance - Statoil

Information on members of the board of directorsThe annual report should provide key information on members of the boardof directors such as their expertise and independence and their record ofattendance at board meetings. Information on individual members shouldinclude details of their age, education and work experience, and state howlong they have been a member of the company’s board. Information shouldalso be provided on any additional work a member has carried out for theWhere a company has a corporate assembly, the members of the board of directors areelected by the corporate assembly, cf. Asal. § 6-37. If, by agreement with its employees, acompany with more than 200 employees does not have a corporate assembly, certain of theduties of the corporate assembly are transferred to the board of directors, including the electionof the chairman of the board, cf. Asal. § 6-1, second paragraph, § 6-37, fourth paragraph,and § 6-12, fifth paragraph. Where a company does not have a corporate assembly, employeeshave the right to elect members of the board of directors pursuant to Asal. § 6-4. Bothsexes must be represented on the company's board of directors in accordance with the provisionsof Asal. § 6-11a. At least half the members of the board of directors must be citizensof and reside in an EEA country unless the Ministry of Finance grants a specific exemption, cf.Asal. § 6-11. Members of the board of directors serve for a term of two years unless the articlesof association stipulate a different term of office, cf. Asal. § 6-6. For some companies, thecorporate assembly is replaced by a board of representatives, and the board of representativeselects the members of the board of directors, cf. for example the Commercial Banks Act(Forretningsbankloven) § 9 and the Insurance Act (Forsikringsvirksomhetsloven) § 5-4.Pursuant to the “Listing rules for equities on Oslo Børs”, it is a listing requirement that at leasttwo of the shareholder elected members of the board of directors are independent of thecompany's executive management, material business contacts and the company's largershareholders. In addition, the Listing Rules specify that no member of the company’s executivemanagement may be a member of the board of directors. Oslo Børs may grant exemptionsfrom these requirements in special circumstances.The board of directors shall itself elect its chairman if the chairman has not been elected bythe general meeting, cf. Asal. § 6-1. If the company has a corporate assembly, the corporateassembly shall elect the chairman of the board of directors cf. Asal. § 6-37, first paragraph. Ifit has been agreed pursuant to the Public Companies Act that the company shall not havea corporate assembly, the board of directors must elect its chairman, cf. Asal. § 6-1, secondparagraph.The chief executive cannot be elected as a member of the board of directors, cf. Asal. § 6-1,third paragraph.Members of the board of directors shall serve for a term of two years, cf. Asal. § 6-6. Theperiod of office may be fixed for a shorter or longer term in the articles of association, but notfor a term of more than four years.The Auditing and Auditors Act § 4-2, first paragraph, cf. § 4-1, second paragraph, item 4,stipulates that no one may be appointed as auditor of a company if any other auditor orsenior employee of the accounting firm for which he or she works, or any member or deputymember of the accounting firm’s corporate bodies, is a member or deputy member of anycorporate body of the company in question.35 CORPORATE GOVERNANCE