Page 46 - EVRY Annual Report 2012
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From the Boardroom
46
EVRY’s principles for corporate governance are based on the
following elements:
• EVRY will provide open, reliable and relevant communica-
tion to the outside world about the company’s activities
and its corporate governance.
• EVRY’s Board of Directors will be autonomous, and inde-
pendent of the company’s executive management.
• EVRY will pay particular attention to ensuring that there
are no conflicts of interest between the interests of its
shareholders, the members of its Board of Directors and
its executive management. Where conflicts of interest do
arise, the company has rules and procedures to deal with
the situation in a professional manner.
• EVRY will ensure a clear division of responsibility between
the Board of Directors and the executive management.
• EVRY will treat all shareholders equally.
1. Implementation and reporting on corporate governance
Implementation
EVRY’s Board of Directors (the “Board”) has the ultimate
responsibility for ensuring that the company practices good
corporate governance. The company, through its Board and
executive management, carries out a thorough review and
evaluation of its principles for corporate governance on an
annual basis.
EVRY ASA is a Norwegian public limited company and is
listed on the Oslo Stock Exchange (Oslo Børs). The Norwegian
Accounting Act includes provisions on corporate governance
at Section 3-3b which impose a duty on the company to issue
an annual report on its principles and practice for corporate
governance. These provisions also stipulate minimum
requirements for the content of this report.
The Norwegian Corporate Governance Board (NCGB)
has issued the Norwegian Code of Practice for Corporate
Governance (the “Code of Practice”). Adherence to the Code
of Practice is based on the “comply or explain” principle,
which means that a company must comply with all the
recommendations of the Code of Practice or explain why it
has chosen an alternative approach to specific recommenda-
tions. The Code of Practice imposes more comprehensive
requirements than the Accounting Act in respect of the infor-
mation that the company must provide.
The Oslo Stock Exchange requires listed companies to publish
an annual statement of their policy on corporate governance
in accordance with the Code of Practice in force at the time.
The rules on the Continuing Obligations of listed companies
are available at
.
EVRY complies with the current Code of Practice that was
issued on 21 October 2010 and amended on 20 October 2011
and 23 October 2012. The company provides a report on its
principles for corporate governance in its annual report,
and this information is also available on its website at
. The group follows all the recommendations
of the Code of Practice, and it does not deviate from the
recommendations in any material respect.
Values and guidelines for business ethics and corporate
social responsibility
Confidence in EVRY as a company and in its business
activities as a whole is essential for the group’s continuing
competitiveness.
EVRY is committed to openness about its systems and pro-
cedures for the management of the group. This strengthens
value creation, builds internal and external confidence and
promotes an ethical and sustainable approach to business.
The Board has approved comprehensive guidelines for
business ethics (Code of Conduct).
The group carries out annual measures in all business areas to
ensure employee awareness of, and commitment to, the Code
of Conduct. Each year, all employees of the group, including
Corporate Governance
EVRY is committed to healthy corporate governance practices that will strengthen
confidence in the company and thereby contribute to optimal value creation over
time.The objective of corporate governance is to regulate the division of roles
between shareholders, the Board of Directors and executive management more
comprehensively than is required by legislation.
