Corporate governance
Orkla’s principles for good corporate governance aim to provide the basis for long-term value creation, to the benefit of shareholders, employees, other stakeholders and society at large. These principles cannot replace efforts to promote a sound corporate culture, but must be viewed in conjunction with them. Openness, transparency, accountability and equal treatment underpin confidence in the Orkla Group, both internally and externally.
The Board of Directors at Orkla actively adheres to good corporate governance standards and will at all times ensure that Orkla complies with the Norwegian Code of Practice for Corporate Governance issued on 21 October 2009. The topic of corporate governance is subject to annual assessment and discussion by the Board, which has also reviewed the text of this chapter of the annual report. The following section is structured in the same way as the Code of Practice, covers each individual point in the Code and describes Orkla’s compliance efforts.
Orkla is committed to promoting sustainable social development by operating in compliance with responsible business principles, carrying out systematic improvement work relating to the external environment, climate and energy and by investing in profitable business projects that can generate positive ripple effects for society. The Group’s attitudes towards corporate responsibility have been defined in detail in Orkla’s “Goals and Values”, Code of Conduct and corporate responsibility guidelines. These documents are available on Orkla’s website under “Sustainability”, and are described in further detail in Orkla’s sustainability report.
Last modified: 15.04.2010
Orkla’s mission statement reads as follows:
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As of 31 December 2009, Group equity totalled NOK 48.9 billion, which is a reduction of around NOK 1.1 billion. This change is largely ascribable to a reduction in minority interests following the sale of Elkem Aluminium, in addition to the result for the year and dividends paid out.
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Orkla has one class of share and each share entitles the holder to one vote. Further details about voting rights at general meetings are provided under “Share Information” in Orkla's Annual Report.
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Freely negotiable shares
All Orkla shares carry equal rights and are freely negotiable. No special limitations on transactions have been laid down in Orkla’s Articles of Association. Transactions in the Orkla share are described in more detail under “Share Information” in Orkla's Annual Report 2009.
Orkla seeks to ensure that as many shareholders as possible are able to exercise their rights by participating in general meetings, and that general meetings are an effective forum for shareholders and the Board of Directors.
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Pursuant to the Articles of Association, Orkla has a Nomination Committee that is elected by the general meeting.
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The responsibility of the Corporate Assembly is to exercise control of and supervise the company and the Board of Directors, and to elect the Board of Directors and the Board Chair.
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The responsibilities of the Board of Directors are laid down in the Rules of Procedure for the Board of Directors, and govern among other things the Board’s responsibilities and duties, the general manager’s duty to inform the Board about important matters, the administrative procedures of the Board and disqualification.
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The Board has established a permanent Compensation Committee and a permanent Audit Committee. These committees do not make resolutions, but supervise the work of the company management on behalf of the Board of Directors and prepare matters for the Board's consideration within their specialised areas.
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Every senior manager at Orkla is responsible for risk management and internal control in his or her area of responsibility with a view to ensuring:
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Information concerning remuneration for the Board of Directors for 2009 is provided in Note 5 (Orkla's Annual Report) to the financial statements for Orkla ASA. Remuneration for the Board of Directors is not dependent on results and no options have been issued to members of the Board of Directors.
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The Board’s Compensation Committee presents a recommendation concerning the terms and conditions for the President and CEO to the Board of Directors and monitors the general terms and conditions for other senior executives of the Group.
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Orkla seeks to ensure that its accounting and financial reporting are worthy of the confidence of investors.
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The Board of Directors will not seek to hinder or obstruct any takeover bid for the company’s operations or shares unless there are particular reasons for doing so.
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The Board of Directors has determined the procedure for the external auditor's regular reporting to the Board. Each autumn, the external auditor presents to the Board of Directors his assessment of risk, internal control and the quality of financial reporting at Orkla, at the same time presenting his audit plan for the following year.
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