Corpor ate governance t he board of telenor asa

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Unformatted text preview: ellation. For more comprehensive information, reference is made to note 37 to the Financial Statements. Through active communication with the capital market and shareholders in 2011, Telenor ensured that significant information required for an external evaluation of Telenor Group’s securities was published in accordance with applicable rules and guidelines. COrpOr ATE GOVErNANCE T he Board of Telenor ASA emphasises the importance of maintaining a high standard of corporate governance across Telenor Group, in line with Norwegian and international rules and recommendations. Telenor operates in accordance with the Norwegian Code of Practice for Corporate Governance with the exception of point 14 on the drawing up of main principles for takeover bids. The background for this exception is the Kingdom of Norway’s 53.97% ownership in Telenor. The Board of Directors has established three committees within the Board: The Governance and Remuneration Committee, the Ethics and Sustainability Committee and the Audit Committee, which all are preparatory working committees of the Board. The Governance and Remuneration Committee is composed of four members of the Board. Harald Norvik is the chairman of the Committee. The Committee oversees that Telenor adheres to generally accepted high standards of Corporate Governance. With regard to remuneration issues, the Committee considers Telenor’s remuneration policy and programs, including bonus programmes and share-based schemes, and presents recommendations to the Board of Directors for decision. The Committee annually evaluates the CEO’s remuneration and presents recommendations to the Board of Directors for decision. The Committee held five meetings in 2011. The Ethics and Sustainability Committee is composed of four members of the Board. Liselott Kilaas chairs the Committee. The Committee supports the Board in fulfilling its responsibilities with respect to ethics and compliance as stated in law, code of practices and the Codes of Conduct and accompanying governing documents. The Committee also supports the Board with respect to corporate responsibility. The Committee further oversees Telenor’s efforts to ensure good internal occupational Health, Safety, Security and working environment (HSSE) practices throughout the Group, as well as Telenor’s processes and performance for HSSE and sustainability in the supply chain The Ethics and Sustainability Committee held five meetings in 2011. The Audit Committee is composed of three members of the Board. Dag J. Opedal is the chairman of the Committee. The Committee supports the Board in fulfilling its responsibilities with respect to financial reporting, internal control over financial reporting and auditing matters. The Committee oversees the procedures to identify financial and operational risks as well as understand and assess risk exposures and mitigating actions. The Committee held six meetings in 2011. The board committees report to the Board of Telenor ASA in connection with the scope of work described in the sections above. Each member of the Board has access to all working documents including the minutes from the committee meetings. /page 16/ telenor annual report 2011 report from the board of directors 2011 Details regarding Telenor’s compliance with the Norwegian Code of Practice are described in the document Report on Corporate Governance at www.telenor.com/en/about-us/ corporategovernance/. COMpOSITION AND wOrk OF ThE BOArD Telenor’s Board of Directors shall have a diverse composition and competence tailored to meet the company’s needs. None of the Board members, apart from the employee representatives, are employees of Telenor or have carried out work for Telenor. The Board’s work complies with Telenor’s instructions for Board members and the applicable guidelines and procedures. The Board has also carried out a self-assessment of its own activities and competence. The Board of Directors held 15 Board meetings in 2011. In May 2011, the Corporate Assembly elected Frank Dangeard, Hallvard Bakke and Dag J. Opedal as new Board members for a period of two years. Sally Davis replaced Kjersti Kleven in November 2011. Furthermore, Harald Norvik, Liselott Kilaas, Burckhard Bergmann and Barbara Milian T horalfsson were re-elected as Board members in May for a period of two years. Brit Østby Fredriksen, Harald Stavn and Bjørn André Anderssen are employee-elected Board members. E VENTS AFTEr ThE rEpOrTING pErIOD A-pressen: sale of TV2 A-pressen, an associated company of Telenor, sold its 50% share of TV2 for NOK 2.1 billion in February 2012. Telenor owns 48.2% of A-Pressen. uninor On 2 February 2012, the Indian Supreme Court delivered its judgment on a public interest petition seeking cancellation of 122 cellular phone licences granted by the Government of India in 2008, including 22 licences to Unitech Wireless (Uninor). The court has in its judgment quashed all 122 licences issued on and after 10 January 2008, including those g...
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This document was uploaded on 03/21/2014.

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