Principles for corporate governance are described in a Group policy adopted by the Group Board of Directors.
Norconsult’s corporate governance shall comply with the Norwegian Public Limited Liability Companies Act (the PLC), the Norwegian Accounting Act (www.lovdata.no, in Norwegian only), the Norwegian Code of Practice for Corporate Governance (NUES) and the Oslo Børs Code of practice for investor relations. In addition, from 2024, Norconsult will present a management report in line with ESRS 2 General disclosures. For 2023, the sustainability report has been prepared with reference to CSRD, but is not fully compliant with the directive and reporting standards, ESRS.
Reporting on corporate governance shall be presented annually. The Board’s annual statement on corporate governance for 2023 follows below. The statement covers each item of the Code of Practice for Corporate Governance (NUES, 14 October 2021), with the following deviations:
* 5.Shares and negotiability
No shareholder may vote at the General Meeting for more than 25 percent of the shares issued by the Company. This is to prevent one single shareholder from taking control of the General Meeting and a possible hostile take-over of the Company. As a knowledge-based company with a strong tradition for employee ownership, Norconsult believes it is in no shareholder’s interest to do a hostile take-over.
* 6. General meeting
It is not a requirement that all members of the Board of Directors attend the General Meeting. The Board of Directors did not do so in 2023, due to the items on the agenda not requiring this. The Chair of the Board of Directors is always present
at General Meetings.
Norconsult’s corporate governance framework is subject to annual reviews and discussions by the Board.