The Norwegian Code of Practice for Corporate Governance - Statoil

Adherence to the Code of Practice – “comply or explain”Adherence to the Code of Practice will be based on the “comply or explain”principle, which is explained in the commentary to Section 1 of the Codeof Practice.The Code of Practice is addressed in the first instance to the board of directorsof a company. It is the responsibility of the board to consider each sectionof the Code and decide how the company will meet the requirements.The board must issue a comprehensive corporate governance report.Companies should report in accordance with this Code of Practice dated 23October 2012 with effect from the 2012 directors’ report.Structure and form of the Code of PracticeThe Norwegian Code of Practice for Corporate Governance is based oncompany, accounting, stock exchange and securities legislation, as well asthe Stock Exchange Rules, as in force at 1 October 2012, and includesprovisions and guidance that in part elaborate on existing legislation and inpart cover areas not addressed by legislation.This Code of Practice addresses 15 major topics, with a separate section foreach topic.The text set out in bold type in the text boxes represents the recommendationsto companies. These are the recommendations with which companiesmust either comply or explain their deviation from.The commentary provided in each section is intended to provide greater detailand explanation of the requirements, and to explain the reason for theirinclusion. The commentary also provides information on the relationshipbetween the requirements of the Code of Practice and the relevant legislation.References to the appropriate legislative provisions can be found inthe footnotes.The Code of Practice uses the term “should” when describing its requirements.Where the requirement in question is already the subject of legislation,the term “must” is used.9 CORPORATE GOVERNANCE