1. Statement of policy on corporate governance
Orkla is subject to corporate governance reporting requirements under section 3-3b of the Norwegian Accounting Act and the Norwegian Code of Practice for Corporate Governance, cf. section 7 on the continuing obligations of stock exchange listed companies. The Accounting Act may be found (in Norwegian) at www.lovdata.no. The Norwegian Code of Practice for Corporate Governance, which was last revised on 23 October 2012, may be found at www.nues.no.
This statement of policy will be an item of business at Orkla’s Annual General Meeting on 18 April 2013. The company’s auditor has assessed whether the information provided in this statement with regard to section 3-3b of the Accounting Act is consistent with the information provided in the annual financial statements. The auditor’s report is attached below.
The Board of Directors at Orkla actively adheres to good corporate governance standards and will at all times ensure that Orkla complies with the requirements of section 3-3b of the Accounting Act and the Norwegian Code of Practice for Corporate Governance. This is done by ensuring that the topic of good governance is an integral part of the decision-making process in matters dealt with by the Board. Moreover, Orkla’s corporate governance principles are subject to annual assessment and discussion by the Board, which has also considered the text of this chapter at a Board meeting.
The following section is structured in the same way as the Code of Practice, covers each point of the Code and describes Orkla’s compliance efforts. Orkla is committed to promoting sustainable social development by operating in compliance with responsible business principles, systematically improving its operations in relation to the external environment, climate and energy resources and investing in profitable business projects that can generate positive ripple effects for society. The Group’s attitudes towards corporate responsibility have been defined in the Orkla Goals and Values, the Orkla Code of Conduct and the Group directive on corporate responsibility. The latter two documents were revised in 2011. The documents may be found below and under “Sustainability”, and are described in further detail in Orkla’s Sustainability Report. The Sustainability Report also gives an account of the Group’s efforts to address important corporate responsibility issues in 2012.
Account is taken in this statement of information which Orkla is required to provide under section 3-3b of the Norwegian Accounting Act regarding reporting on corporate governance, and the information is structured in accordance with the Code of Practice where it is logical to do so. The following specifies where the items on which information must be disclosed under section 3-3b of the Accounting Act may be found:
- “a statement of the recommendations and regulations concerning corporate governance that the enterprise is subject to or otherwise chooses to comply with”: section 1 of the Code of Practice, Implementation and reporting on corporate governance.
- “information on where the recommendations and regulations mentioned in no. 1 are available to the public”: section 1 of the Code of Practice, Implementation and reporting on corporate governance
- “the reason for any non-conformance with recommendations and regulations mentioned in no. 1”: There are two non-conformances with the Code of Practice which are described in further detail in italics under section 6, General Meetings, and section 14, Takeovers.
- “a description of the main elements in the enterprise’s, and for entities that prepare consolidated financial statements, if relevant also the Group’s, internal control and risk management systems linked to the financial reporting process”: section 10 of the Code of Practice, Risk Management and internal control.
- “Articles of Association which entirely or partly expand on or depart from provisions of Chapter 5 of the Public Limited Companies Act: section 6 of the Code of Practice, General Meetings.
- “the composition of the Board of Directors, the Corporate Assembly, the Committee of Shareholders’ Representatives and the Control Committee and any working committees related to these bodies, as well as a description of the main instructions and guidelines that apply to the work of the bodies and any committees”: section 8 of the Code of Practice, the Corporate Assembly and the Board of Directors, composition and independence, and section 9, The work of the Board of Directors.
- “Articles of Association governing the appointment and replacement of Directors”: section 8 of the Code of Practice, the Corporate Assembly and the Board of Directors, composition and independence.
- “Articles of Association and authorisations empowering the Board of Directors to decide that the enterprise is to buy back or issue its own shares or equity certificates”: section 3 of the Code of Practice, Equity and dividends.