The Norwegian Code of Practice for Corporate Governance - Statoil

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• contribute to ensuring that the company operates in accordance with therelevant legislation, regulations and internal guidelines for its activities,including the company’s corporate values, its ethical guidelines and itsguidelines for corporate social responsibility.The board of directors must form its own opinion on the company’s internalcontrols, based on the information presented to the board. Reporting byexecutive management to the board of directors should give a balancedpresentation of all risks of material significance, and of how the internalcontrol system handles these risks.The company’s internal control system must, at a minimum, address theorganisation and execution of the company’s financial reporting. Wherea company has an internal audit function, it must establish a systemwhereby the board receives routine reports and ad hoc reports as required.If a company does not have such a separate internal audit function, theboard must pay particular attention to evaluating how it will receive suchinformation.Ethical guidelines should provide guidance on how employees cancommunicate with the board to report matters related to illegal or unethicalconduct by the company. Having clear guidelines for internal communicationwill reduce the risk that the company may find itself in situations that candamage its reputation or financial standing.Annual review by the board of directorsThe board’s annual review of risk areas and the internal control systemshould cover all the matters included in reports to the board during thecourse of the year, together with any additional information that may benecessary to ensure that the board has taken into account all matters relatedto the company’s internal control.The review should pay attention to:• changes relative to previous years’ reports in respect of the nature andextent of material risks and the company’s ability to cope with changes inits business and external changes• the extent and quality of management’s routine monitoring of risks andthe internal control system and, where relevant, the work of the internalaudit function44 CORPORATE GOVERNANCE
• the extent and frequency of management’s reporting to the board on theresults of such monitoring, and whether this reporting makes it possiblefor the board to carry out an overall evaluation of the internal controlsituation in the company and how risks are being managed• instances of material shortcomings or weaknesses in internal control thatcome to light during the course of the year which have had, could havehad or may have had a significant effect on the company’s financial resultsor financial standing: and• how well the company’s external reporting process functions.Reporting by the board of directorsThe board of directors must by law provide an account of the main featuresof the company’s internal control and risk management systems as theyrelate to the company’s financial reporting. This account should includesufficient and properly structured information to make it possible forshareholders to understand how the company’s internal control system isorganised. The account should address the main areas of internal controlrelated to financial reporting. This includes the control environment, riskevaluation, control activities, information and communication and followup.If the company uses an established framework for internal control thisshould be disclosed. Examples of this include the framework for riskmanagement and internal control published by the Committee of SponsoringOrganizations of the Treadway Commission.The duties and responsibilities of the board of directors in respect of managing andsupervising the company are stipulated by legislation and regulation, including Asal. §§ 6-12and 6-13.The corporate governance report that must be produced pursuant to § 3-3b, secondparagraph, of the Accounting Act must include a description of the main elements ofthe company's (and where applicable the group's) systems for internal control and riskmanagement in relation to the financial reporting process.45 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 36 and 37: company, and on any material appoin
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 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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