The Board shall elect an audit committee, a risk committee and a remuneration committee. In addition, the Board may appoint other select committees to contribute to improving the Board’s preparations for its meetings. It is the Board as a whole that is responsible for the decisions it makes. The select committees are thus not delegated power of decision by the Board but are select committees that prepare matters for consideration by the Board. All necessary and material information shall therefore be presented to the whole Board, which shall consider the matters the select committee has prepared.
The select committees shall keep minutes of their meetings, and the minutes shall be presented to the Board at the next board meeting.
The Board elects the members of the select committees from among the members of the Board. The select committees shall propose guidelines and an annual plan for their work, which must be approved by the Board. Once a year, the Board shall evaluate the work of the select committees as part of its self-evaluation.
The select committees are free to draw on resources, advice and recommendations from sources outside the Group. The select committees may also draw on resources within the Group.
The Board has appointed the following select committees:
a) Remuneration Committee
The Remuneration Committee shall prepare all matters concerning the remuneration scheme and contribute to strengthening the board's work with other HR related matters. The remuneration of the Remuneration Committee is further specified in the "Instructions for the Board's Remuneration Committee".
The Remuneration Committee consists of the Chair of the Board and two board members who are independent of the Company’s management. The committee may use external assistance in connection with practical arrangements and professional advice.
The remuneration committee shall among other things prepare:
- The board's annual statement on Gjensidige's remuneration policy
- The annual evaluation of and matters concerning pay and other remuneration to the CEO
- The annual evaluation of and matters concerning pay and other remuneration to the company's internal auditor
- Guidelines for salaries and other remuneration to senior executives
- Statement on the determination of pay and other remuneration to senior executives, including
- Guidelines for determining pay and other remuneration for the coming financial year
- An account of the executive pay policy that has been pursued in the previous financial year, including how the guidelines for the determination of executive pay have been implemented
- Statement of the impact on the company and the owners of implementation / changes in incentive schemes related to shares
- Other significant personnel-related matters for senior executives
- The board's processing of completed HR processes, including talent and successor development and strategic staffing management.
b) Audit Committee
The Audit Committee shall be a case preparation body in relation to the board's supervisory function with regard to financial reporting and the efficiency of the group company's overall internal control system, and other tasks that are assigned to the audit committee. The Audit Committee's mandate is specified in «Instructions for the Board's Audit Committee».
The Audit Committee shall have at least three members. The members of the Audit Committee are elected by and from among the members of the Board. Board members who are also executive employees of the Company cannot be elected as members of the Audit Committee.
Combined, the members of the Audit Committee shall have the competence required, in light of the Company’s organisation and business, to fulfil the committee’s tasks. At least one of the members of the Audit Committee shall be independent of the business and have accounting or audit qualifications.
In a letter of 7 July 2011, the Company was granted dispensation from the Ministry of Finance to allow board members with links to the Gjensidige Foundation to participate in the Audit Committee. The Chair of the Audit Committee may not be a board member with a link to the Gjensidige Foundation.
The audit committee shall, among other things:
- prepare the Board’s follow-up of the financial reporting process
- monitor the systems for internal control and risk management as well as the Company’s internal audits
- be in regular contact with the Company’s elected auditor regarding the auditing of the annual accounts
- assess and monitor the auditor’s independence, especially including the extent to which services other than auditing that are performed by an auditor constitute a threat to that independence.
C) Risk Committee
The Risk Committee shall prepare the Board’s consideration of matters relating to the group companies’ overall risk, and regularly assess whether the Group’s management and control systems are adapted to the risk appetite and scope of the business. The risk committee's mandate is specified in «Instructions for the board's risk committee».
The risk committee shall have at least three members. The members of the risk committee are elected by and from among the members of the board.
The risk committee shall, among other things:
- Prepare the board's assessment of risk and total capital requirements for the group
- Have regular contact with the risk management function to assess risk exposure in relation to risk appetite and limits, breaches of framework and risk-reducing measures
- At least annually review the company's risk policies
- Monitor that the company's risk policies are complied with
- Provide input to the board on any need to change the risk limits set by the board (risk