Page 52 - EVRY Annual Report 2012

From the Boardroom 52
Against the background of the need for sound internal
control and management systems, the Board of EVRY has
decided that the company will continue to comply with cer-
tain aspects of the requirements of the Sarbanes Oxley Act.
This requires extensive documentation of internal control for
significant and key processes in the company. This reporting
serves to improve the quality of the company’s control
systems and of its financial and operational reporting proce-
dures. Extensive testing is carried out to ensure compliance
with the established controls.
Neither EVRY’s executive management nor its auditor reported
any substantive weaknesses in the related internal control
systems at 31 December 2012.
Compliance with laws and regulations
Compliance with legislation and regulations, both in Norway
and other countries in which the company operates, is
ensured by means of a governance structure. The important
participants in this structure are the group compliance func-
tion, group risk management, the executive management of
each business area and the company’s legal department.
As mentioned above, the company has formal guidelines for
business ethics and social responsibility in the form of a Code
of Conduct. All employees are required to confirm their
understanding of and compliance with the Code of Conduct
on an annual basis. The Code of Conduct is managed by
the Legal Department acting on behalf of the executive
management.
Annual review of internal control by the Board
The Board receives regular reports on risk management at
its meetings, through routine financial reporting and the
executive management’s reports on each business area.
In addition to its regular reviews of risk management, the
Board carries out an annual review of the group’s internal
control systems and the major risk factors to which the group
is exposed. The Board evaluates whether the systems are
sufficient, appropriate and properly applied.
11. Remuneration of the Board of Directors and
the Election Committee
The remuneration paid to the members of the Board is decided
by the AGM having considered proposals by the Election
Committee. In accordance with Article 8 of the Articles of
Association, the AGM determines the remuneration paid to
the members of the Election Committee.
The remuneration paid to the members of the Board is not
dependent on the company’s earnings. The notes to the
accounts provide information on the remuneration paid to
the Board in 2012 for the work carried out in 2011.
12. Remuneration of executive personnel
The Board has approved a policy for the remuneration of
the CEO and other executive personnel. In accordance with
the requirements set out in the Public Limited Liability
Companies Act, the main features of this remuneration will
be subject to an advisory vote by the AGM.
In accordance with Article 9 of the Articles of Association,
share option schemes and arrangements for distributing
shares to employees must be approved in advance by the
Annual General Meeting.
EVRY offers performance-based remuneration for its executive
personnel, which is linked to the creation of shareholder value
and long-term earnings performance. The performance-
based remuneration paid to an individual cannot exceed a
specified percentage of his or her fixed salary.
The group’s system for management by objectives provides
the main basis for determining the remuneration of managers
and employees. The group’s financial objectives represent
the main parameter for evaluating executive management
performance. They also determine whether bonuses are paid.
The financial objectives that provide the basis for executive
management bonuses include EBITA and EBITA margin, as
well as budgeted revenue targets. The performance of other
employees is appraised relative to parameters set by the man-
agement by objectives system, as well as revenue and earn-
ings targets for each business area. In addition to financial
targets, performance appraisal includes customer satisfaction
and employee satisfaction. Information on payments of
performance-based remuneration to executive personnel
can be found in notes to the annual accounts.
13. Information and communications
EVRY maintains regular dialogue with analysts and investors.
The company considers it very important to inform share-
holders and investors about the company’s commercial and
financial performance.
The company strives to continuously publish all relevant
information to the market in a timely, effective and non-dis-
criminatory manner. All stock exchange announcements are
made available both on the company’s website and on the Oslo
Stock Exchange news website atwww.newsweb.no, and are
also distributed to news agencies (via Hugin).