The Norwegian Code of Practice for Corporate Governance - Statoil

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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
The remuneration paid to the chairman of the board of directors shouldbe determined separately from that of the other members. Considerationshould be given to paying additional remuneration to members of the boardwho are appointed to board committees.The stipulation that members of the board of directors should not undertakeadditional assignments for the company is based on the need for membersof the board to be independent of the company’s executive personnel.The annual report must provide details of all elements of the remunerationand benefits of each member of the board of directors, cf. the informationrequirements in the Accounting Act.Remuneration of the members of the board of directors is decided by the general meeting(or the corporate assembly where appropriate), cf. Asal. § 6-10.Members of the board of directors must not receive any remuneration from parties otherthan the company in connection with statutory duties carried out for the company, cf.Asal. § 6-17. Information on the total remuneration and benefits in kind of each memberof the board must be provided in the notes to the annual accounts, cf. Regnskapsloven §7-31b and § 7-32, as well as in any prospectus produced in respect of an offer to subscribefor or purchase negotiable securities or for admission to listing of negotiable securitieson a regulated market in Norway, cf. Securities Trading Regulation, § 7-13, equivalent toCommission Regulation (EU) No. 809/2004 Annex 1, Items 15, 17.1 and 17.2.47 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 44 and 45: • contribute to ensuring that the
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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