The Norwegian Code of Practice for Corporate Governance - Statoil

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company, and on any material appointments or assignments with othercompanies and/ or organisations. Detailed information on candidates for theboard (both new appointments and re-elections) should be made availablewithin the 21-day deadline for calling a general meeting, cf. Sections 6 and 7.Share ownership by members of the board of directorsOwnership of shares in the company by members of the board of directorscan contribute to creating an increased common financial interest betweenshareholders and the members of the board. At the same time, members ofthe board who do hold shares should take care not to let this encourage ashort-term approach which is not in the best interests of the company andits shareholders over the longer term.36 CORPORATE GOVERNANCE
9. The work of the board of directorsThe board of directors should produce an annual plan for its work,with particular emphasis on objectives, strategy and implementation.The board of directors should issue instructions for its own work aswell as for the executive management with particular emphasis onclear internal allocation of responsibilities and duties.In order to ensure a more independent consideration of matters of amaterial character in which the chairman of the board is, or has been,personally involved, the board's consideration of such matters shouldbe chaired by some other member of the board.The Public Companies Act stipulates that large companies must havean audit committee. The entire board of directors should not actas the company’s audit committee. Smaller companies should giveconsideration to establishing an audit committee. In addition to thelegal requirements on the composition of the audit committee etc.,the majority of the members of the committee should be independent.The board of directors should also consider appointing a remunerationcommittee in order to help ensure thorough and independentpreparation of matters relating to compensation paid to the executivepersonnel. Membership of such a committee should be restrictedto members of the board who are independent of the company’sexecutive personnel.The board of directors should provide details in the annual report ofany board committees appointed.The board of directors should evaluate its performance and expertiseannually.CommentaryThe duties of the board of directorsThe Public Companies Act stipulates that the board of directors has theultimate responsibility for the management at the company and forsupervising its day-to-day management and activities in general.37 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 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 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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