Annual Report 2011 - Kongsberg Maritime - Kongsberg Gruppen

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