The Norwegian Code of Practice for Corporate Governance - Statoil

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The knowledge and experience of the auditor is of particular value to theboard of directors when it considers the company’s annual accounts. Theannual accounts are the responsibility of the board and the chief executive,and making active use of the auditor when considering the accounts willimprove the basis for the board’s decision.In view of the auditor’s independence of the company’s executivemanagement, the board of directors should hold at least one meeting a yearThe auditor is elected by the general meeting, cf. Asal. § 7-1. The auditor elected mustserve until another auditor has been elected, cf. Asal. § 7-2. The auditor must attend thegeneral meeting if the business which is to be transacted is of such a nature that his orher attendance must be regarded as necessary, cf. Asal. § 7-5. The auditor is, in any case,entitled to participate in the general meeting.The Auditing and Auditors Act (Revisorloven), Chapter 4, sets out requirements for theindependence and objectivity of the auditor.The Auditing and Auditors Act stipulates at § 5a-3 that the auditor must provide a report tothe audit committee on the main features of the audit carried out in respect of the previousaccounting year, including particular mention of any material weaknesses identified ininternal control relating to the financial reporting process. The auditor must also providethe audit committee with: 1. Annual written confirmation of the auditor's independence,2. Information on services other than statutory audit provided to the company during thecourse of the financial year, 3. Information on any threats to the auditor's independence,and documentary evidence of the measures implemented to combat such threats. Theinformation mentioned must be provided to the board of directors if the board as a wholecarries out the duties of the audit committee pursuant to the relevant statutory exemption.Auditors are required to identify any errors or shortcomings in respect of the company’saccounting and the management of its assets by means of an itemised letter addressed tothe chair of the company’s board of directors, cf. Revisorloven § 5-4.The Financial Supervisory Authority of Norway (Finanstilsynet) has issued guidelinesfor auditors’ provision of advisory services to audit clients, cf. Finanstilsynet Circular No.23/2003.The 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 information on the remuneration paid to the auditor and a breakdown of thisremuneration between the audit fee and fees for other services.Asal. § 7-4 stipulates that the audit report must be provided to the board of directors nolater than 22 days before the general meeting.60 CORPORATE GOVERNANCE
with the auditor at which the company’s management is not present. Forthis purpose, the board must resolve to exclude the chief executive from themeeting in accordance with § 6-19 of the Public Companies Act.In order to strengthen the board's work on financial reporting and internalcontrol, the auditor is required by the Auditing and Auditors Act toprovide a report to the audit committee on the main features of the auditcarried out in respect of the previous accounting year, including particularmention of any material weaknesses identified in internal control relatingto the financial reporting process. The Auditing and Auditors Act imposesfurther requirements on the auditor to provide information to the auditcommittee that is appropriate to the duty of the audit committee to monitorthe independence of the auditor. This information must be presented to theboard if the whole board carries out the duties of the audit committee.The requirement for the board of directors to issue guidelines in respectof the company’s ability to use the auditor for other services is intendedto contribute to greater awareness of the auditor’s independence of thecompany’s executive management. The Auditing and Auditors Act includesmore detailed provisions on the independence of the auditor.The Accounting Act requires that the notes to the annual accounts provideinformation on the remuneration paid to the auditor and the breakdown ofthis remuneration between audit and other services. The Code of Practicedoes not consider it sufficient to provide these figures in the notes, andrequires in addition that the general meeting should be informed of whatservices other than the audit have been provided by the auditor.The Public Companies Act stipulates that the auditor must attend thegeneral meeting if the business which is to be transacted is of such a naturethat his or her attendance must be considered necessary. The auditor is, inany case, entitled to participate in the general meeting. The Code of Practiceexpects the board of directors to make arrangements for the auditor toparticipate in all general meetings.61 CORPORATE GOVERNANCE
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THE NORWEGIAN CODE OF PRACTICE FORC
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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 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 62: The Code of Practice is published b
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The Norwegian Code of Practice for Corporate Governance - Statoil

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