Compliance

The following is a detailed discussion of each individual section of the Norwegian Code of Practice. The review takes its point of departure in final revised version of the Code from 21 October 2009. Each individual section starts by reiterating part of the text of the Code of Practice.

For the annotated recommendation, see Oslo Stock Exchange or NUES (the Norwegian Corporate Governance Board).

Deviations from the Code of Practice

Point 6: There are two deviations on this point. The entire Board has not usually attended the General Meeting. Thus far, the items on the agenda for the General Meeting have not required this. The chair of the Board is always present to respond to any questions. The other departure refers to §8 of the Articles of Association, which specifies that General Meetings are to be chaired by the Chair of the Board. This is a deviation from the recommendation for independent chairing of meetings.

The description of the individual items is generally structured in accordance with the Code of Practice. As recommended, more details are provided on the individual points. Point 16, 'Management and internal procedures', is not covered by the Code. It has nonetheless been included because it is considered crucial to KONGSBERG's discussion on corporate governance.

1. Reporting on corporate governance

2. Business

3. Equity and dividends 

4. Equal treatment of shareholders and transactions with close associates 

5. Freely negotiable shares 

6. General meetings

7. Nomination committee

8. Board of Directors - composition and independence

9. Board work

10. Risk management and internal control

11. Remuneration of the Board of Directors 

12. Remuneration of the executive management

13. Information and communications

14. Take-overs

15. Auditor

16. Management and internal procedures