The Norwegian Code of Practice for Corporate Governance - Statoil

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