The Board shall appoint an audit committee and may establish other working committees that shall help improve the Board’s preparations for its meetings. It is the Board as a whole that is responsible for the decisions it makes. Thus, the working committees have not been delegated decision-making authority to the Board, but are working committees that prepare items of business for the Board. Thus, all necessary and material information shall be submitted to the Board as a whole for consideration of the business prepared by the working committee.
The working committee shall record its meetings, and the minutes shall be submitted to the Board at its next subsequent meeting.
The Board annually selects the members of the working committee from among Board members. The working committee shall submit proposals for guidelines and an annual plan for its work, which are to be approved by the Board. The Board shall annually evaluate the working committees’ work as part of its evaluation of its own work.
The working committee is free to draw on resources, advice and recommendations from sources outside the Group. The working committee can also draw on resources in the Group.
The Board has set up the following working committees:
a) Remuneration committee
The duties of the remuneration committee
The remuneration committee shall prepare:
- the annual evaluation of, and business relating to, pay and other remuneration for the managing director;
- guidelines for, and business relating to, pay and other remuneration for senior executives;
- a statement on determining pay and other remuneration for senior executives (cf. Section 6-16a of the Public Limited Companies Act), including
- guidelines for determining pay and other remuneration for the coming financial year;
- an account of the executive pay policy that was followed during the previous financial year, including the ways in which the guidelines for determining executive pay were implemented;
- an account of the effects for the Company and its owners of the implementation of and/or changes in incentive schemes related to shares
- other important personnel-related matters concerning senior executives.
The composition of the remuneration committee
The remuneration committee consists of the Chairman of the Board and two Board members who are independent of company management. The committee may make use of external assistance with regard to practical arrangements and professional advice.
b) Audit committee
The duties of the audit committee
The audit committee is a preparatory and advisory working committee for the Board.
The audit committee shall:
a) prepare the Board’s follow-up of the financial reporting process
b) monitor the systems for internal control and risk management as well as the Company’s internal audits,
c) be in regular contact with the Company’s elected auditor regarding the auditing of the annual accounts,
d) assess and monitor the auditor’s independence, cf. Chapter 4 of the Audit and Auditors Act, especially including the extent to which services other than auditing that are performed by an auditor or the accounting firm constitute a threat to that independence.
The composition of the audit committee
The audit committee shall have a minimum of three members. The audit committee’s members are appointed by and from among the Board’s members. Board members who are management employees in the Company cannot be appointed as members of the audit committee.
The audit committee as a whole shall have the qualifications necessary to perform its duties given the Company’s organisation and activities. At least one of the members of the audit committee shall be independent of the business and have qualifications in accounting or auditing.
Board members who are affiliated with the Gjensidige Foundation may not be appointed to the audit committee unless they are given dispensation by the Financial Supervisory Authority of Norway.