Annual Report 2011 - Kongsberg Maritime - Kongsberg Gruppen

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X INTRODUCTION X DIRECTOR’S REPORT AND FINANCIAL STATEMENTS X CORPORATE GOVERNANCE X FINANCIAL CALENDAR AND ADDRESSES http://www.kongsberg.com/en/kog/aboutus/corporategovernance/ CORPORATE GOVERNANCE 64 KONGSBERG Annual Report 2011 HEADING TO LINJER “Responsible interaction between owners, the Board of Directors and management”
REPORT ON CORPORATE GOVERNANCE KONGSBERG’s objective is to protect and enhance stakeholder value by engaging in profitable, growthoriented industrial development in a long-term, global perspective. Good corporate governance will maximise the value creation and reduce the business risk, at the same time as the company’s resources are used in an efficient, sustainable manner. The Group will achieve its goals by further develop ing first-class hubs of expertise and supplying leading systems, products and services to its global market segments, as well as by operating in an ethically, environmentally and socially responsible manner. KONGSBERG is listed on the Oslo Stock Exchange and is subject to Norwegian securities legislation and stock exchange regulations. How we understand the concept The Group’s value platform and the Corporate Code of Ethics are fundamental for KONGSBERG’s corporate KONGSBERG’S MODEL FOR CORPORATE GOVERNANCE Owners KONGSBERG’S POLICY KONGSBERG is subject to reporting requirements for corporate governance under the Accounting Act § 3-3b as well as “the Norwegian Code of Practice for Corporate Governance”, see the “Continuing obligations of stock exchange listed companies”, section 7. The Accounting Act is available at www. lovdata.no. “The Norwegian Code of Practice for Corporate Governance”, last revised 21 October 2011 is available at www.nues.no. This report will, in accordance with the Public Limited Companies Act § 5-4 be sub ject to discussions at the Annual General Meeting of Kongsberg on 7 May 2012. KONGSBERG’s compliance with and deviations, if any, from the Code of Practice will be commented on and made available to stake holders. The above decision has been adopted by the Board of Directors. The Norwegian government, which owns 50.001% of the Group, also assumes that all companies in which the Government has stake will comply with the Code of Practice. Since the Norwegian Government owns a stake of 50.001 per cent, the Group also complies with White Paper No. 13 (2006/2007), referred to as the ‘Ownership Report’ and comprising the Government’s 10 Principles for Good Corporate Governance and the OECD’s Guidelines regarding Government Ownership and Corporate Governance. These guidelines are available on the Group’s website at www. kongsberg.com. The following elements are fundamental to KONGSBERG’s corporate governance policy: • KONGSBERG shall maintain open, reliable and relevant communication with the governance. Corporate governance deals with issues and principles associated with the segregation of roles between the governing bodies in a company, and the responsibility and authority assigned to each body. Good corporate governance is characterised by responsible interaction between owners, the Board of Directors and the management, seen from a long-term, productive and sustainable perspective. This requires an effective cooperation, a defined segregation of responsibilities and roles between shareholders, the Board and management, respect for the Group’s other stakeholders, and open and honest communication with the communities in which the Group operates. Corporate Governance in 2011 The topic of corporate governance is subject to annual reviews and discussions by the Board of Directors. Among other tasks, the Group’s governance documents are reviewed and revised annually and the contents of this chapter of the annual report is reviewed by the Board of Directors in detail. Board of Manage- Shareholders Directors Board of Directors ment Chief Executive Officer Annual General Meeting Nominating committee The Annual General Meeting elects five representatives of the owners to the Board of Directors based on a recommendation from the Nominating Committee. They are elected for a two-year term of office. Compensation Committee Audit Committee Ultimate responsibility for strategy and the management of the company. Provide advice and monitor management. Corporate Management Strategy and operational management. public about its business activities and factors related to corporate governance. • KONGSBERG’s Board of Directors will be autonomous and independent of the Group’s management. • KONGSBERG will attach importance to avoiding conflicts of interest between the owners, the Board of Directors and management. • KONGSBERG will have a clear segregation of responsibilities between the Board of Directors and management. • All shareholders are to be treated equally. The Group’s Corporate Social Responsibility is considered as an integrated part of the principles for good corporate governance. This is in line with the Government’s vision, as expressed in the ‘Ownership Report’. 2 INTRODUCTION 7 DIRECTORS’ REPORT AND 18 FINANCIAL STATEMENTS 64 CORPORATE GOVERNANCE 76 FINANCIAL CALENDAR AND ADDRESSES KONGSBERG Annual Report 2011 65
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ANNUAL REPORT 2011
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KEY FIGURES 2011 Beløp i mill. kr
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PRESIDENT AND CEO WALTER QVAM KONGS
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http://www.kongsberg.com/en/kog/inv
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as there are several large contract
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In October, KONGSBERG acquired 100
Page 13 and 14: The KONGSBERG share and shareholder
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Page 17 and 18: Salaries and other remuneration to
Page 19 and 20: CONSOLIDATED STATEMENT OF FINANCIAL
Page 21 and 22: CONSOLIDATED CASH FLOW STATEMENT 1
Page 23 and 24: control. Goodwill is calculated at
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Page 27 and 28: O) Equity (i)Treasury shares Own eq
Page 29 and 30: achieved by ensuring that the Group
Page 31 and 32: Geographical information In present
Page 33 and 34: Change in net pension liabilities r
Page 35 and 36: 11 INTANGIBLE ASSETS Amounts in MNO
Page 37 and 38: 13 FINANCIAL INCOME AND FINANCIAL E
Page 39 and 40: 18 RECEIVABLES Amounts in MNOK 31 D
Page 41 and 42: B) Currency risk and hedging of cur
Page 43 and 44: Cash flow hedges - hedging reserve
Page 45 and 46: F) Summary of financial assets and
Page 47 and 48: Treasury shares KONGSBERG held 74 9
Page 49 and 50: Elements of Management Remuneration
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Page 53 and 54: Norspace AS On 21 September 2011, K
Page 55 and 56: INCOME STATEMENT AND BALANCE SHEET
Page 57 and 58: 1 The financial statements for Kong
Page 59 and 60: approved annually by the Norwegian
Page 61 and 62: STATEMENT FROM THE BOARD OF DIRECTO
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Page 75 and 76: Executive management The CEO appoin
Page 77 and 78: Design: Ludens Design. Print: RK Gr
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