The Norwegian Code of Practice for Corporate Governance - Statoil

appended thereto, it must be referred to in the statement in such a mannerthat will not mislead shareholders.If any of the executive personnel or any member of the board of directorsof the target company, or a major shareholder, participates in a bid for thecompany, an account shall be provided of the role the person or persons inquestion are playing in the bid. In cases where members of the company’sboard or management have been in contact with the bidder in advance ofthe bid, the board must exercise particular care to comply with the requirementfor equal treatment of shareholders and to ensure that it achieves thebest possible bid terms for shareholders. In some circumstances, the company,as represented by the board of directors, may enter into an agreementwith the bidder in respect of the content and implementation of the bid(transaction agreement). Such agreements may have implications for matterssuch as whether competing bids can be made and the terms on whichthe bidder will be permitted to change the terms and conditions of its bid.In order for the market to evaluate the bid, the company should providerelevant information on the content of any such transaction agreements tothe market at the earliest possible time.Disposal of a company's activitiesThe question of whether a resolution to dispose of a company's activitiesshould be decided by a general meeting of the company depends on how thecompany's business is defined in its articles of association. However, even ifthe articles of association do not require a decision by the general meeting,see also Section 2 of the Code of Practice, such a decision should in any casebe made by the general meeting. This should also apply to any significantdisposal of the company’s assets that may be said to change the characterof the company.58 CORPORATE GOVERNANCE