StatoilHydro has one class of shares, and each share confers one vote at the general meeting. The Articles of Association contain no restrictions on voting rights.
The repurchase of own shares for subsequent cancellation or use in the share savings programme for own employees is carried out through Oslo stock exchange.
The Norwegian state as majority owner
With a holding of 62.5 per cent, the Norwegian state is the biggest shareholder in StatoilHydro. The ownership interest is managed by the Ministry of Petroleum and Energy.
The Norwegian state endorses the principles in «The Norwegian Code of Practice for Corporate Governance», and it has stated that it expects companies in which the state has ownership interests to follow the code.
The state’s own principles for corporate governance are concerned with the management of the state’s ownership interests in companies in which it is a shareholder. It is assumed that the state’s ownership is organised in a manner that ensures that the state’s different roles are kept apart in a proper fashion. The principles are presented in the state’s ownership report and on the website: http://www.eierberetningen.nhd.no/
The principle of ensuring equal treatment of different groups of shareholders is a key element in the state’s own guidelines. In companies in which the state is a shareholder together with others, the state wishes to exercise the same rights and obligations as any other shareholder, and not act in a manner that has a detrimental influence on the rights or financial interests of other shareholders. In addition to the principle of equal treatment of shareholders, emphasis is also placed on transparency in relation to the state’s ownership and on the general meeting being the correct arena for decisions.
Other contact between the state as owner and the management of companies must take place in the same manner as for other institutional investors. Representatives of the Ministry of Petroleum and Energy are invited to the presentation of StatoilHydro’s financial results together with other investors and analysts. The contact between the representative who manages the state’s holding in StatoilHydro and the company’s representatives is based on information that is available to all shareholders.
As majority shareholder, the state has appointed a member of StatoilHydro’s election committee.
The state has no own board members in StatoilHydro, but it works on the principle that all board members will endeavour to safeguard the company and the shareholders’ joint interests.
The state’s principles for good corporate governance
• Shareholders shall be treated equally.
• There must be transparency in connection with state ownership of companies.
• Owner decisions and formal resolutions shall be made/adopted at the general meeting.
• The state shall, if applicable together with other owners, set performance targets for the companies; the board is responsible for the targets being achieved.
• The capital structure in the company must be consistent with the purpose of ownership and the company's circumstances.
• The composition of the board shall be characterised by competence, capacity and diversity and reflect the distinctive character of each company.
• Pay and incentive schemes should be designed to promote value creation in the companies, and they should be perceived as reasonable.
• On behalf of the owners, the board shall exercise independent control of the company’s management.
• The board should have a plan for its own work, and it should work actively on developing its own competence. The board’s work will be evaluated.
• The company shall be aware of its responsibilities to society at large. |
Sale of the state’s oil and gas
In accordance with the company’s Articles of Association, StatoilHydro’s has a duty to sell the state’s oil and natural gas together with the group’s own.
The Norwegian state has a common ownership strategy aimed at maximising the total value of its ownership interests in StatoilHydro and its own oil and gas interests. This is enshrined in the owner’s rules of procedure which oblige StatoilHydro, in its activities on the Norwegian continental shelf, to emphasise these overall interests in decisions which may be of significance to the implementation of the sales arrangements.
The state-owned oil company Petoro AS handles commercial matters relating to the Norwegian state’s direct involvement in petroleum activities on the Norwegian continental shelf and pertaining activities.
Published 2007-09-02, 14:52 CET | Updated 2007-10-19, 15:14 CET
