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The Norwegian Code of Practice for Corporate Governance - Statoil

The Norwegian Code of Practice for Corporate Governance - Statoil

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<strong>The</strong> knowledge and experience <strong>of</strong> the auditor is <strong>of</strong> particular value to theboard <strong>of</strong> directors when it considers the company’s annual accounts. <strong>The</strong>annual accounts are the responsibility <strong>of</strong> the board and the chief executive,and making active use <strong>of</strong> the auditor when considering the accounts willimprove the basis <strong>for</strong> the board’s decision.In view <strong>of</strong> the auditor’s independence <strong>of</strong> the company’s executivemanagement, the board <strong>of</strong> directors should hold at least one meeting a year<strong>The</strong> auditor is elected by the general meeting, cf. Asal. § 7-1. <strong>The</strong> auditor elected mustserve until another auditor has been elected, cf. Asal. § 7-2. <strong>The</strong> auditor must attend thegeneral meeting if the business which is to be transacted is <strong>of</strong> such a nature that his orher attendance must be regarded as necessary, cf. Asal. § 7-5. <strong>The</strong> auditor is, in any case,entitled to participate in the general meeting.<strong>The</strong> Auditing and Auditors Act (Revisorloven), Chapter 4, sets out requirements <strong>for</strong> theindependence and objectivity <strong>of</strong> the auditor.<strong>The</strong> Auditing and Auditors Act stipulates at § 5a-3 that the auditor must provide a report tothe audit committee on the main features <strong>of</strong> the audit carried out in respect <strong>of</strong> the previousaccounting year, including particular mention <strong>of</strong> any material weaknesses identified ininternal control relating to the financial reporting process. <strong>The</strong> auditor must also providethe audit committee with: 1. Annual written confirmation <strong>of</strong> the auditor's independence,2. In<strong>for</strong>mation on services other than statutory audit provided to the company during thecourse <strong>of</strong> the financial year, 3. In<strong>for</strong>mation on any threats to the auditor's independence,and documentary evidence <strong>of</strong> the measures implemented to combat such threats. <strong>The</strong>in<strong>for</strong>mation mentioned must be provided to the board <strong>of</strong> directors if the board as a wholecarries out the duties <strong>of</strong> the audit committee pursuant to the relevant statutory exemption.Auditors are required to identify any errors or shortcomings in respect <strong>of</strong> the company’saccounting and the management <strong>of</strong> its assets by means <strong>of</strong> an itemised letter addressed tothe chair <strong>of</strong> the company’s board <strong>of</strong> directors, cf. Revisorloven § 5-4.<strong>The</strong> Financial Supervisory Authority <strong>of</strong> Norway (Finanstilsynet) has issued guidelines<strong>for</strong> auditors’ provision <strong>of</strong> advisory services to audit clients, cf. Finanstilsynet Circular No.23/2003.<strong>The</strong> remuneration paid to the auditor must be approved by the general meeting, cf.Asal. § 7-1. Regnskapsloven § 7-31a requires that the notes to the annual accountsprovide in<strong>for</strong>mation on the remuneration paid to the auditor and a breakdown <strong>of</strong> thisremuneration between the audit fee and fees <strong>for</strong> other services.Asal. § 7-4 stipulates that the audit report must be provided to the board <strong>of</strong> directors nolater than 22 days be<strong>for</strong>e the general meeting.60 CORPORATE GOVERNANCE

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