The Committee of Inquiry reports: Orkla's Group Executive Board comments on the Committee of Inquiry's reports

The reports from the Committee of Inquiry appointed by Orkla's Board of Directors are now publicly available. The Group Executive Board, which has not previously had the opportunity to comment on this material, finds reason to emphasise the following:

The object of the inquiry was to determine whether, in connection with the sale of a block of approx. 20 million Orkla shares, an unlawful transfer of values from the company to others had taken place, or whether the Group Executive Board had acted in violation of the law or regulations.

After extensive inquiries the following conclusions were drawn:

  • in none of the contexts inquired into did any transfer of value from Orkla to others take place
  • the Group Executive Board did not act in violation of the law or regulations, or otherwise act improperly
  • no information was disclosed which gives grounds for drawing the conclusion that Orkla had established any understanding about or control over the block of shares in question.

On the basis of the reports of the Committee of Inquiry, Orkla's Board of Directors expressed confidence in the company's executive board. After this vote of confidence was given, Jens P. Heyerdahl d.y. decided to urge the Board to accept his resignation as Group Chief Executive, a decision, moreover, which he had been considering for the past few years. Shortly afterwards, the Board decided to appoint Finn Jebsen as the new Group Chief Executive. These Board decisions were unanimous.

The Committee of Inquiry also reviewed the company's investments, firstly in TRG (Antilles) NV (TRG) and subsequently in Norway Seafoods Holding (NWSH), both investments being made in the form of loans entitling Orkla to convert these into shares.

Board member Christen Sveaas raised the question of whether the company's Group Executive Board acted wrongly and "gave away" up to NOK 1 billion by demanding repayment of the TRG investment instead of converting it into shares. The Committee of Inquiry and the rest of the Board concluded that there are no grounds for such a claim.

Another point of inquiry was whether Orkla's investments in NWSH can be regarded as a contribution to the financing of Kjell Inge Røkke's putative purchase of Orkla shares. However, the inquiry revealed that the NWSH investment took place concurrently with the repayment from TRG. All together this means that at that point in time there was a net flow of assets from the Røkke system to Orkla, not vice versa. Consequently, Orkla cannot have contributed to financing the purchase of Orkla shares.

In the Committee of Inquiry's view, the investment in NWSH appears to be difficult to explain "financially and in the light of the strategic situation ...". However, Orkla's Group Executive Board viewed the investment as attractive for Orkla's shareholders and is puzzled by the Committee's comments in this context. So-called direct investments have been an increasing part of the company's total investment portfolio in recent years, and currently amount to several billion NOK. The NWSH investment should be viewed in this context.

The Committee and the Board of Directors each take a somewhat different view than the Board of Directors of that time and the administration as regards certain matters relating to how things were dealt with underway. The Chairman of the Board Finn Hvistendahl has described this as a question of "household rules". The matters which have been pointed out in this context can hardly be said to be significant. The administration has of course no difficulty in following the wishes of the Board as regards how things are dealt with in the company.

The Group Executive Board notes that the case has been thoroughly investigated and reviewed. In relation to the purpose of the inquiry, the conclusion we are left with is that no irregularities or violations of law or regulations have taken place. Nor has anything of consequence emerged that is deserving of criticism. Orkla's Group Executive Board is happy that the Board of Directors now regards the matter as concluded.