Pursuant to the Norwegian Public Limited Liability Companies Act, companies with more than 200 employees must elect a corporate assembly unless otherwise agreed between the company and a majority of its employees.
Members of the corporate assembly are elected for a term of two years.
Members of the board of directors and the general manager cannot be members of the corporate assembly, but they are entitled to attend and to speak at meetings of the corporate assembly unless the corporate assembly decides otherwise in individual cases.
Composition and independence
The nomination committee is responsible for ensuring that candidates proposed for the corporate assembly and AGM, respectively, have the necessary experience, competence and capacity to carry out the duties of office in a satisfactory manner. The committee must also ensure that the requirements for and independence of the members of the board and corporate assembly in relation to the company are met. The nomination committee receives a self-assessment from the board of directors.
The nomination committee’s recommendations must at all times satisfy the requirements relating to the composition of the board of directors and corporate assembly laid down in applicable legislation and the regulations of any stock exchanges on which the company’s shares are listed.
Pursuant to Norwegian law, companies with more than 200 employees are required to have at least three representatives on the board elected by and among the employees. None of the three employee representatives on StatoilHydro’s board of directors holds a leading position in the company.
At least half of the shareholder-elected members of the board are deemed to be “independent”.
The corporate assembly in Norwegian law
Pursuant to the Norwegian Public Limited Liability Companies Act, companies with more than 200 employees must elect a corporate assembly consisting of at least 12 members unless the company and a majority of its employees agree that the company shall not have a corporate assembly. Two-thirds of the members shall be elected by the AGM and one-third by the employees.
The most important duties of the corporate assembly are to elect the board of directors, to oversee the board and CEO’s management of the company, to make decisions on investments of considerable magnitude in relation to the company’s resources and to make decisions involving the rationalisation or reorganisation of operations that will entail major changes in or reallocation of the workforce.
The duties of the corporate assembly are defined in section 6-37 of the Public Limited Liability Companies Act.
Published 2007-09-02, 14:39 CET | Updated 2007-10-19, 15:18 CET
