Page 50 - EVRY Annual Report 2012

From the Boardroom 50
As mentioned above, EVRY has operating services agree-
ments with both Posten and Telenor. These are managed in
accordance with professional purchasing procedures, and
services are delivered as an integrated element of the com-
pany’s operating services organisation.
The other shareholder-elected members of the Board are
considered to be independent of the company’s main share-
holders and its material business connections.
In connection with the merger of EDB Business Partner
ASA and ErgoGroup AS in 2010, Posten and Telenor agreed
that they will be represented on the Board of the company
in accordance with market practice for shareholders with
such shareholdings. Further information on the shareholder
agreement between Posten and Telenor can be found in the
company’s Prospectus dated 23 November 2010.
The Board has rules on conflicts of interest to ensure that any
potential conflicts are identified and handled in a professional
manner. The Deputy Chairman leads the Board’s considera-
tion of any matter where the Chairman has a conflict of inter-
est. The Board’s guidelines require that members must notify
the Chairman if the Board is to consider any matter in which
they may have a financial interest or are otherwise involved.
Information on holdings of shares in EVRY by members of
the Board as at 31 December 2012 is provided in notes to the
consolidated accounts for 2012.
An updated overview of the members of the Board of EVRY, in-
cluding their independence, employment, education and pro-
fessional background, and holdings of shares in the company,
is provided on the company’s website atwww.evry.com.
9.The work of the Board
The Board’s duties and responsibility
The Board has the ultimate responsibility for the management
of the group and for supervising its day-to-day management
and activities in general.
This includes developing the company’s strategy and moni-
toring its implementation. In addition, the Board exercises
supervision responsibilities to ensure that the company man-
ages its business and assets and carries out risk management
in a prudent and satisfactory manner. The Board is responsible
for the appointment of the CEO.
The Board prepares an annual plan for its work.
Mandate for the Board
In accordance with the provisions of Norwegian company
law, the terms of reference for the Board are set out in a
formal mandate that includes specific rules and guidelines on
the work of the Board and decision making. The Chairman
of the Board is responsible for ensuring that the work of the
Board is carried out in an effective and proper manner in
accordance with legislation.
Mandate for the CEO
The Board issues a mandate for the work of the CEO. There is
a clear division of responsibilities between the Board and the
CEO. The CEO is responsible for the operational management
of the group.
Financial reporting
The Board receives periodic reports on the company’s com-
mercial and financial status. The company follows the timeta-
ble laid down by the Oslo Stock Exchange for the publication
of interim and annual reports.
Board meetings
The Board holds regular meetings and a strategy meeting
each year. Extraordinary Board meetings are held as and
when required, to consider matters that cannot wait until the
next regular meeting. In addition, the Board has appointed
an Audit Committee and a Compensation Committee to work
on matters in these areas.
Audit Committee
The Audit Committee is appointed by the Board, and its main
responsibilities are to supervise the group’s systems for in-
ternal control, and to ensure that the auditor is independent
and that the annual accounts give a fair picture of the group’s
financial results and financial condition in accordance with
generally accepted accounting practice. The Audit Committee
has reviewed the procedures for risk management and fi-
nancial controls in the major areas of the group’s business ac-
tivities. The Audit Committee receives reports on the work of
the external auditor and the results of the audit. In addition,
the company has appointed a head of Internal Audit who is
responsible for the internal audit function.
The members of the Audit Committee as at 31 December 2012
were:
• Eli Skrøvset, Chair
• Arve Johansen
• Eirik Bornø
Compensation Committee
The Compensation Committee makes proposals to the Board
on the employment terms and conditions and total remu-
neration of the CEO and other executive personnel. These
proposals are also relevant for other employees.