The Norwegian Code of Practice for Corporate Governance - Statoil

11. Remuneration of the board of directorsThe remuneration of the board of directors should reflect the board’sresponsibility, expertise, time commitment and the complexity of thecompany’s activities.The remuneration of the board of directors should not be linked to thecompany’s performance. The company should not grant share optionsto members of its board.Members of the board of directors and/or companies with which theyare associated should not take on specific assignments for the companyin addition to their appointment as a member of the board. If theydo nonetheless take on such assignments this should be disclosed tothe full board. The remuneration for such additional duties should beapproved by the board.Any remuneration in addition to normal directors’ fees should bespecifically identified in the annual report.CommentaryThe general meeting approves the remuneration paid to members of theboard of directors. Members of the board should be encouraged to ownshares in the company, cf. Section 8. Consideration should be given in thisrespect to arranging for members to invest part of their remuneration inshares in the company at market price.Members of the board of directors should not participate in any incentive orshare option programs that might be made available for executive personneland other employees since this may have the effect of weakening the board’sindependence.46 CORPORATE GOVERNANCE