The Norwegian Code of Practice for Corporate Governance - Statoil

Rules on the board of directors’ responsibility for the management of the company and itsresponsibility for supervising the company’s activities are set out principally in Asal. § 6-12and § 6-13. Asal. § 6-23 requires that in companies in which some of the members of theboard of directors are elected by and from among the employees, the board of directorsmust adopt rules of procedure which lay down rules on the work and administrativeprocedures of the board of directors. Asal. stipulates that the rules of procedure or‘instructions’ should include rules on which matters must be decided by the board ofdirectors and on the job description of the chief executive and his or her duty to report tothe board of directors. The rules of procedure should also include rules for giving notice ofmeetings of the board and the conduct of board meetings.The board of directors must ensure that the company’s business activities are soundlyorganised, must draw up plans and budgets for the company’s activities and must ensurethat that its activities, accounts and asset management are subject to adequate control, cf.Asal. § 6-12.The board of directors is a collegiate body that reaches decisions subject to the rules setout in Asal. §§ 6-19 and subsequent.Asal. § 6-19 (3) stipulates that meetings of the board of directors shall be chaired bythe chairman of the board. The chairman of the board therefore has a duty and right toparticipate in the board's consideration of matters save where the individual has a validreason for absence or is disqualified from participation by a conflict of interest. Asal. § 6-27sets out rules on excluding members of the board from discussion and decision on issuesin which they have a personal interest. The board of directors must not take any actionwhich may confer on certain shareholders or other parties an unfair advantage at theexpense of other shareholders or the company, cf. Asal. § 6-28.Asal. § 6-13 provides that the board of directors may lay down instructions for the dayto-daymanagement of the company. Day-to-day management does not cover matterswhich, in relation to the company’s affairs, are of an extraordinary nature or of majorimportance, cf. Asal. 6-14. The chief executive must make a statement on the company’sactivities, position and profit/loss development to the board of directors at a meeting or inwriting at least once a month, cf. Asal. § 6-15. The chief executive prepares matters whichare to be discussed with the board of directors in consultation with the chairman of theboard, cf. Asal. § 6-21.Asal. §§ 6-19 and 6-23 set out rules on the preparation of matters for the board and rulesof procedure for the board.The Accounting Act stipulates at § 3-5 that the annual accounts must be signed by allmembers of the board of directors and the chief executive. The statements in the annualreport and half-yearly reports must be signed by all members of the board of directorsand the chief executive, cf. Vphl. § 5-5 and § 5-6, and Securities Trading Regulations § 5-2.41 CORPORATE GOVERNANCE