The Norwegian Code of Practice for Corporate Governance - Statoil

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When publishing annual and interim reports the company should holdpublic presentations that are simultaneously broadcast over the internet.The board of directors should have a policy on who is entitled to speak onbehalf of the company on various subjects. The company should have acontingency plan for information management in response to events of aparticular character or of interest to the media.Information on the company should be available to shareholders in bothNorwegian and English where this is appropriate in view of the compositionof the company’s shareholders.Dialogue with shareholdersIn addition to the dialogue with the company’s owners in the form ofgeneral meetings, the board of directors should make suitable arrangementsfor shareholders to communicate with the company at other times. This willincrease the board’s understanding of which matters affecting the companyfrom time to time are of particular concern to shareholders. The guidelinesshould make clear to what extent the board has delegated this task to thechairman of the board, the chief executive or any other of the executivepersonnel.See Securities Trading Act Chapter 5, subchapters I and II on the content of the informationrequirement. The company must publish information in an efficient and non-descriptionmanner, cf. Vphl. § 5-12. Section 5.2 of the “Continuing obligations of stock exchangelisted companies (Continuing obligations)” stipulates that the company must send theinformation it publishes to the stock exchange for storage. Oslo Børs, in collaborationwith the Norwegian Investor Relations Association (NIRA), has issued a "Code of Practicefor Reporting of IR information", cf. Oslo Børs Circular No. 7/2011. In addition, OsloBørs recommends issuers to post information on their websites on relevant regulatoryprovisions that apply to the company.Persons who are privy to inside information must not pass such information to unauthorizedparties, cf. Vphl. § 3-4. Further provisions are included in Vphl. Chapter 3 on themanagement of such inside information. The company must manage the information itreleases within the framework imposed by the Securities Trading Act, including § 5-14, andby the general principle of equal treatment, cf. inter alia Asal. § 4-1.Pursuant to Section 4.5 of “Continuing obligations of stock exchange listed companies(Continuing obligations)”, the company must, prior to the close of the current year,announce its financial calendar for the publication of interim reports in the subsequent year.52 CORPORATE GOVERNANCE
14. Take-oversThe board of directors should establish guiding principles for how it will actin the event of a take-over bid.In a bid situation, the company’s board of directors and management havean independent responsibility to help ensure that shareholders are treatedequally, and that the company’s business activities are not disrupted unnecessarily.The board has a particular responsibility to ensure that shareholdersare given sufficient information and time to form a view of the offer.The board of directors should not hinder or obstruct take-over bids for thecompany’s activities or shares.Any agreement with the bidder that acts to limit the company’s ability to arrangeother bids for the company’s shares should only be entered into whereit is self-evident that such an agreement is in the common interest of thecompany and its shareholders. This provision shall also apply to any agreementon the payment of financial compensation to the bidder if the bid doesnot proceed. Any financial compensation should be limited to the costs thebidder has incurred in making the bid.Agreements entered into between the company and the bidder that are materialto the market's evaluation of the bid should be publicly disclosed nolater than at the same time as the announcement that the bid will be madeis published.In the event of a take-over bid for the company’s shares, the company’sboard of directors should not exercise mandates or pass any resolutions withthe intention of obstructing the take-over bid unless this is approved by thegeneral meeting following announcement of the bid.If an offer is made for a company’s shares, the company’s board of directorsshould issue a statement making a recommendation as to whether shareholdersshould or should not accept the offer. The board’s statement on theoffer should make it clear whether the views expressed are unanimous, andif this is not the case it should explain the basis on which specific membersof the board have excluded themselves from the board’s statement. Theboard should arrange a valuation from an independent expert. The valuationshould include an explanation, and should be made public no later thanat the time of the public disclosure of the board’s statement.Any transaction that is in effect a disposal of the company’s activities shouldbe decided by a general meeting, except in cases where such decisions arerequired by law to be decided by the corporate assembly.53 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 50 and 51: The chief executive is appointed by
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

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