9. The work of the board of directors
Responsibilities of the board
The board of directors’ duties are laid down by Norwegian law. The board has the ultimate responsibility for managing the Group and supervising the Group’s operations which should be conducted in accordance with the Articles of Association and guidelines and framework given by the shareholders through the general meeting.
The work of the board of directors includes the following main areas: strategy, organization, control and other tasks. The board defines the objectives for the financial structure and approves the Group’s plans and budgets. Issues of significant financial or strategic importance are handled by the board. The board hires the CEO and determines the CEO’s work instructions, authority and benefits.
Discussions of any matter in which the chairman is, or has been, actively involved will be chaired by some other member of the board.
The board of directors should produce an annual plan for its work, with particular emphasis on objectives, strategy and implementation.The company has established instructions and guidelines for the work of the board. The board instructions cover the following items: the purpose of the work of the board, notification and content of board meetings, the composition of the boardresources, rights and duties, work plan and the relation to the CEO – his tasks and duties towards the board, framework and main tasks for work of the board, board decisions, the keeping of minutes and notification for general meeting and the secretary function.
Instructions to the CEO
There is a clear division of responsibilities between the board and the executive management. The CEO is responsible for the Group’s day-to-day operations. The board has established separate instructions for the CEO.
The board of directors receives monthly financial reports from the administration and an overview of important key performance indicators of a financial and operational nature.
The board schedules board meetings in an annual plan for the work of the board. Normally, 6-8 board meetings are held during a calendar year. 4 meetings are in connection with the release of quarterly financial results and there is one strategy session mid-year and a follow-up strategy and budget/planning meeting in December. Additional meetings are convened on an ad hoc basis.
All board members receive regular information on the operations of the company and background information related to the scheduled board meetings is sent out well in advance of the meetings. The agenda for the board meetings are agreed upon between the CEO and the Chairman. In addition to the board members, the board meetings are normally attended by an observer to the board, the CEO and the CFO. In a board meeting in December, the board draws up a plan for the work of the board for the following year.
The company has established a nomination committee, an audit committee and a compensation committee. The nomination committee consists of three members elected by the general meeting. The audit committee has two members from the board in addition to the CFO. The compensation committee consists of the Chairman and one board member.
Evaluation of the board’s work
The board will perform an annual evaluation of its own work during the last year.