8. The Corporate Assembly and the Board of Directors, composition and independence
Orkla’s Corporate Assembly was discontinued in 2013 in accordance with the agreement entered into with the employee unions. Consequently, the General Meeting elects shareholder-elected members to the Board directly. The Board Chair is elected by the General Meeting.
The composition of the Board of Directors is intended to serve the interests of all the shareholders and meet the company’s need for competence, capacity and diversity. The Board’s composition meets the requirements of the Norwegian Code of Practice for Corporate Governance as regards Board members’ independence of the company’s executive management, main shareholders and material business relationships. Two of the Board members are defined as non-independent of the company’s main shareholders. All the Board members are defined as independent of the company’s executive management or material business relationships. There are few instances in which Board members are disqualified from considering Board matters. Representatives of the executive management are not members of the company’s Board of Directors.
Under Article 4 of Orkla’s Articles of Association, the Chair, the Deputy Chair and the other shareholder-elected members of the Board may be elected for a term of up to two years. Since 2007, however, a term of one year for shareholder-elected members and deputy members has been adopted, on the grounds that an annual assessment of the overall composition of the Board will ensure greater flexibility. There are no other provisions in the Articles of Association governing the appointment and replacement of Board members.
Further pursuant to Article 4 of Orkla’s Articles of Association, the shareholder-elected members of the Board of Directors are required to own shares in the company with a view to strengthening the shared financial interests of shareholders and Board members. A more detailed description of the number of Orkla shares owned by each member of the Board, the members’ background, qualifications, term of service and independence, how long they have been an Orkla Board member and any material functions in other companies and organisations is provided on About Orkla > Key personnel > The Board of Directors, along with information regarding each Board member’s attendance at Board meetings.
Under Norwegian law and in accordance with Orkla’s current system of corporate democracy, Group employees have the right to elect four members of the Board of Directors of Orkla ASA. The composition of the company’s governing bodies is described in the PDF below.