The Board

  • Recommendations on the main functions of the Board in Section 2.1.1 have been refined and several recommendations have been eliminated as they were also to be found in other Sections of the Guidelines.

2.2 Size and composition of the Board

  • The following sentence has been added to Section 2.2.1: "and the goal shall be for gender distribution to be as equal as possible."

2.3 Independent Directors

  • Recommendations on the independence of Directors has now been divided in two depending, firstly independence from the company and its management and secondly independence from large shareholders.
    • Section 2.3.1 now states: "The majority of Directors shall be independent of the company and its day-to-day managers."
    • The independence of Directors from the Company and its executive managers is discussed in Section 2.3.2.
    • Section 2.3.3 currently states: "At least two of the Directors that are independent of the company and its day-to-day managers shall also be independent of the company’s major shareholders."
    • Section 2.3.4 deals with the assessment of Directors' independence from major shareholders. The wording of the recommendation has been substantially altered.
    • Chapter 2.6 about personal information on Directors has been incorporated unchanged under Section 2.3 on independent Directors.

2.4 Cooperation, communications and setting goals

  • The recommendation found in Section 2.4.2 stipulates that communications between the Board of Directors and/or between the Board and management between board meetings should be disclosed at the beginning of the next board meeting. The recommendation has now been limited to cases when such communications concern decisions taken by the Board or the grounds for such decisions.
  • The recommendation found in Section 2.4.3 is new and states that all information necessary for Board members to form an informed opinion on matters shall be delivered to them in a timely manner before board meetings.
  • The recommendation in Section 2.4.4 states that the Board shall convene regularly enough for it to be able to discharge its duties in an efficient manner. This recommendation was previously found in chapter 2.1 about the main role and duties of the Board.

2.5 The Board's rules of procedures

  • New recommendations stipulate that rules of procedures should address the allocation of tasks between the Board and CEO. It is however no longer a recommended that the rules of procedures address the job description of the CEO.
  • New recommendations stipulate that rules of procedures shall cover the communications between the Board and shareholders and between the Board and the Company’s auditors.

2.6 Performance assessment

  • The following is stated in the short introductory text of the chapter: "It is important that the Board regularly evaluates the performance of the Company. For that purpose, the Board shall evaluate its own work and the work of the CEO and the Company’s operations."
  • The recommendation found in Section 2.6.1 now states that he Board shall annually review and evaluate the development of the company and whether this is consistent with its goals.
  • There is now made a clear distinction between the Boards evaluation of its own work and the work of the CEO and the Company's performance.
  • It is no longer recommended that members of the Board meet without the Chairman of the Board to evaluate his performance.

2.7 Remuneration policy

  • Coverage of remuneration policy is now to be found in chapter 2.7 but was previously in sub-chapter B.4 in chapter 5 on sub-committees of the Board.
  • The recommendation in Section 2.7.3 now stipulates that "all documents forming the basis for the remuneration policy shall be made accessible to shareholders no later than two weeks before the Annual General Meeting."
  • Coverage of fundamentals of remuneration policy has been shortened significantly and can now be found in the recommendations of Section 2.7.7 and is further explained in the comment section.

2.8 Risk management and internal controls

  • The chapter is now titled "Risk management and internal controls" but the name in the last edition was "Internal controls and risk management".
  • The chapter has been changed considerably in regards to the layout and the coverage of devision of internal controls into five main parts been removed.

2.9 Social responsibility and ethics

  • The chapter has been shortened considerably. The chapter no longer include a list of items that the policy for social responsibility and code of ethics should preferably include.

2.10 Shareholder relations

  • In Section 2.10.1 there is a new recommendation that states that all shareholders should have same access to information on the interests of the company. Dissemination of information to shareholders shall be limited to shareholders' meetings or the dissemination of uniform information to all shareholders simultaneously.
  • The recommendation found in Section 2.10.2 states that the Board shall establish an effective and accessible arrangement for communications between shareholders and the Board. The following text has been added to the recommendations: "so that shareholders have an equal opportunity to express their opinions to the Board."

2.11 Minutes of Board meetings

  • The recommendation on what information shall be present in the minutes of the Board has been refined.
  • It also states the following: "Documents made available to Board members before the meeting or handed out or presented at the meeting. A copy shall be kept with the minutes."