The Norwegian Code of Practice for Corporate Governance - Statoil

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The chief executive is appointed by the board of directors and the board of directorsdetermines his or her remuneration (unless the articles of association delegate thisauthority to some other corporate body), cf. Asal. § 6-2.The board shall (unless the articles of association delegate this responsibility to some othercorporate body) produce a statement on the how the salary and other remunerationetc. of the company's executive personnel for the current financial year is determined, cf.Asal. § 6-16a. The statement shall also provide an account of the company's policy on theremuneration of executive personnel applied in the previous financial year. The statementshall be considered by the company's annual general meeting, cf. Asal. § 6-37. The boardof directors shall determine the salary and other remuneration of the executive personnelat a meeting of the board, cf. Asal. § 6-19.The guidelines for arrangements in respect of granting shares, subscription rights, optionsand other forms of remuneration linked to shares or the performance of the company'sshare price or the share price of other companies in the same group shall be binding onthe board of directors unless the articles of association provide otherwise. In other respects,the guidelines are advisory, but the articles of association may stipulate that they shallbe binding. If the board enters into an agreement that deviates from the guidelines, thereason for such deviation shall be stated in the board minutes.The remuneration and loans to/security granted in favour of each member of the executivepersonnel must be agreed by the board of directors at a meeting of the board, cf. Asal.§ 6-19, and must be reported in the notes to the annual accounts, cf. Regnskapsloven§ 7-31 and §7-32, and also in any prospectus produced for an invitation to subscriptionor purchase or for admission to listing of negotiable securities on a regulated market,cf. Securities Trading Regulations, § 7-13, equivalent to Commission Regulation (EU) No.809/2004 Annex 1, Items 15, and 17.2.50 CORPORATE GOVERNANCE
13. Information and communicationsThe board of directors should establish guidelines for the company’sreporting of financial and other information based on opennessand taking into account the requirement for equal treatment of allparticipants in the securities market.The company should publish an overview each year of the datesfor major events such as its annual general meeting, publicationof interim reports, public presentations, dividend payment date ifappropriate etc.All information distributed to the company’s shareholders should bepublished on the company’s web site at the same time as it is sent toshareholders.The board of directors should establish guidelines for the company’scontact with shareholders other than through general meetings.CommentaryGuidelines for reporting financial and other informationThe board of directors’ guidelines for reporting financial and other informationto the securities market must be defined within the framework establishedby securities and accounting legislation and the rules and regulationsof the stock exchange. The company’s ability to provide information to individualparticipants, including investment analysts, will be restricted bothby the regulatory framework, including the rules on good stock exchangepractice, and by the general requirement for equal treatment.The guidelines for the company’s reporting of information must ensure thatmarket participants receive correct, clear, relevant and up-to-date informationin a timely manner. A regular flow of information from the companywill help shareholders and other investors to make informed decisions onpurchases and sales of the company’s shares based on equal access to information.The company should provide information on its major valuedrivers and risk factors.51 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 46 and 47: 11. Remuneration of the board of di
Page 48 and 49: 12. Remuneration of executive perso
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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