The Norwegian Code of Practice for Corporate Governance - Statoil

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TABLE OF CONTENTSThe Norwegian Corporate Governance Board (NCGB)................................................... 4Introduction................................................................................................................................... 7Changes since the last edition of the Code of Practice.................................................. 101. Implementation and reporting on corporate governance ............................... 132. Business ................................................................................................................................ 153. Equity and dividends ....................................................................................................... 164. Equal treatment of shareholders and transactions with close associates.... 185. Freely negotiable shares................................................................................................. 226. General meetings.............................................................................................................. 237. Nomination committee .................................................................................................. 278. Corporate assembly and board of directors: composition and independence... 319. The work of the board of directors ............................................................................. 3710. Risk management and internal control..................................................................... 4311. Remuneration of the board of directors .................................................................. 4612. Remuneration of executive personnel ...................................................................... 4813. Information and communications ............................................................................. 5114. Take-overs ........................................................................................................................... 5315. Auditor .................................................................................................................................. 596 CORPORATE GOVERNANCE
IntroductionThe purpose of the Norwegian Code of PracticeThe objective of this Code of Practice is that companies listed on regulatedmarkets in Norway will practice corporate governance that regulates the divisionof roles between shareholders, the board of directors and executive managementmore comprehensively than is required by legislation.Good corporate governance will strengthen confidence in companies, and helpto ensure the greatest possible value creation over time in the best interests ofshareholders, employees and other stakeholders.Listed companies manage a significant proportion of the country’s assets, andgenerate a major part of value creation. It is therefore in the interests of societyas a whole that companies are directed and controlled in an appropriate andsatisfactory manner. There is international competition to attract the interestof both Norwegian and international investors, and this makes it essential thatNorwegian companies and the Norwegian stock market are seen to maintainhigh standards in the area of corporate governance.The Code of Practice is intended to strengthen confidence in listed companiesamong shareholders, the capital market and other interested parties. It is importantthat companies enjoy good relationships with society as a whole, andparticularly with the stakeholder groups that are affected by their businessactivities. Companies should therefore pay careful attention to establishingguidelines for their activities that take into account these issues.Target groupThis Code of Practice is principally intended for companies that are requiredby the Norwegian Accounting Act to provide a report on their policies andpractices for corporate governance. This mainly relates to companies whoseshares are listed on regulated markets in Norway, i.e. at the current timeOslo Børs and Oslo Axess. The Code also applies to savings banks withlisted equity certificates to the extent that it is appropriate.The Oslo Børs “Continuing obligations of stock exchange listed companies”will determine which companies must report in accordance with this Codeof Practice.7 CORPORATE GOVERNANCE
Page 1 and 2: THE NORWEGIAN CODE OF PRACTICE FORC
Page 3: Published 23 October 2012Seventh ed
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 60 and 61:
The knowledge and experience of the
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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