The Norwegian Code of Practice for Corporate Governance - Statoil

Matters to be considered by the board are prepared by the chief executivein collaboration with the chairman, who chairs the meetings of the board.In practice, the chairman carries a particular responsibility for ensuring thatthe work of the board is well organised and that it functions effectively. Thechairman should encourage the board to engage in open and constructivedebate. The chairman should pay particular attention to the need for membersof the board to have appropriate up-to-date professional understanding inorder to facilitate high quality work by the board, and he or she should takewhatever initiatives are necessary in this respect. This may include holdingtraining programs for new members of the board and arranging for theboard as a whole to be regularly updated on specialist matters relevant to thecompany’s activities.In order to ensure an independent approach by the board of directors, someother member should take the chair when the board considers matters of amaterial nature in which the chairman has, or has had, an active involvement.Such matters might, for example, include negotiations on mergers, acquisitionsetc. This recommendation applies even if the chair is not disqualified fromparticipation pursuant to § 6-27 of the Public Companies Act.Board committeesThere is a clear international trend for more extensive use of board committeesand for the board of directors to provide information on its use ofcommittees, their mandates, membership and working processes. In manycountries the prevalence of board committees reflects structures for managingand directing companies that differ appreciably from the Norwegianmodel.Under Norwegian law, the members of the board of directors are jointlyresponsible for its decisions. Accordingly, where board committees areappointed, their role must be seen as preparing matters for final decisionby the board as a whole. Material information that comes to the attentionof board committees should also be communicated to the other membersof the full board. If any member of the executive personnel is a member ofthe board, an audit committee and a remuneration committee should beestablished in order to ensure the greatest possible independence for theboard’s deliberations, cf. Section 8.The Public Companies Act and the Stock Exchange Regulations imposerequirements for large companies to establish an audit committee. Companiesshould not make use of the opportunity provided in the legislation and39 CORPORATE GOVERNANCE