Information on corporate governance
Publishing information on corporate governance increases transparency of governance towards shareholders and other stakeholders. Publishing such information therefore helps increase the credibility of companies.
Corporate governance statement
- A statement on the Company’s governance for the preceding year shall be published annually in a separate chapter in its annual accounts or annual report. The Corporate governance statement shall be accessible on the Company’s website.
- The statement shall contain the following items:
- References to the rules on corporate governance that the Company follows, or is obliged by law to follow, and where such rules can be accessed by the public.
- Whether the Company departs from any of the relevant guidelines and if so, which ones. The reasons for departure shall be indicated, as shall the measures used instead. If the deviation is temporary, the Company must explain how the guidelines will later be met.See further on the ‘comply or explain’ rule in the introduction.
- References to any other rules or guidelines that have been followed and specifically apply to the type of business the Company is involved in.
- A description of the main aspects of internal control and the Company’s risk management.
- Details of the Company’s policy on social responsibility and ethical standards.
- Description of the composition and activities of the Board, management and sub-committees of the Board.
- Arrangements for the appointment of Nomination Committee members.
- Arrangements for the appointment of sub-committee members.
- Information on the number of Board meetings and sub-committee meetings as well as their attendance.
- Where written rules of procedure for the Board and its sub-committees may be accessed.
- Information on Directors of the Board(see Section 2.3.6).
- Information on which Directors are independent of the Company and major shareholders.
- Principal aspects of the Board’s performance assessment.
- Information on the Company’s CEO (see Section 4.1.1) and a description of their main duties.
- Information on infringements of laws and regulations that the appropriate supervisory or ruling body has determined.
- Arrangements for communications between shareholders and the Board.
- The above shall apply equally to the consolidated financial statements.
- The Board shall review the Company’s corporate governance statement and the Company’s auditor shall ensure that it is included in the annual accounts/annual report and that its description of the main features of internal controls and risk management is in accordance with the Company’s financial statements.
The Company’s website
- The Company shall reserve a section of its website for good corporate governance and shall publish its corporate governance statement there along with all the main information on the activities of the Company.
- The Company’s website shall include the following information:
- The Company’s corporate governance statement.
- The Company’s remuneration policy.
- Summarised information on the Company’s Board of Directors, CEO, auditors and members of sub-committees.
- Information on the Company’s shareholders’ meetings, including time and location, information on candidates to the Board, and the agenda of the meeting, together with the date of issue of the annual accounts and interim financial statements.
- Meeting notices, minutes of shareholders’ meetings and documents presented at the meeting. It is not necessary to publish a list of the shareholders and proxies that have attended meetings.
- Information on the arrangements for the appointment of the Nomination Committee, the working procedures of the Committee and information on the Committee members. Information on Committee members shall be published at least six months before the Annual General Meeting.
- The Nomination Committee’s justification for its proposal of candidates.
- Information on how the shareholders can submit candidate proposals to the Nomination Committee.
- The Company’s Articles of Association.
- The Board’s rules of procedure.
- The Company’s annual accounts and the report of the Board of Directors.
- The above-mentioned information shall be updated within seven days from the time that the Directors and/or the executive managers become aware that the information has changed.