The Statkraft corporate governance statement shall contribute to clarify the roles between the State as owner, the board of directors and the management of the enterprise.
Good and transparent management of and control over the business will provide the basis for creating long-term value for the owners, employees, other stakeholders and society in general and, thereby, sustainable and permanent value creation. The roles shall build trust among the stakeholders through predictability and credibility. Open and accessible communication will ensure that the Group maintains a good relationship with society in general and the stakeholders affected by the company’s activities in particular.
Statement concerning the Norwegian Code of Practice for Corporate Governance
Statkraft adheres to the State's principles for sound corporate governance as described in Report No. 13 (2010-2011) to the Storting Active ownership ("The Ownership Report"), and is subject to the reporting requirements relating to corporate governance pursuant to Section 3-3b of the Accounting Act.
Furthermore, Statkraft applies the Norwegian Code of Practice for Corporate Governance (NUES) within the framework established by the company's organisation and ownership.
Information that Statkraft is obliged to provide pursuant to Section 3-3b of the Accounting Act has been taken into account in this statement and follows the systems of the recommendation where natural. A detailed description of how Section 3-3b, second subsection, has been applied follows below:
- an indication of the recommendation and corporate governance regulations that the enterprise is subject to or has otherwise chosen to adhere to
- Section (1) of the statement: Corporate governance statement
- information about where recommendations and regulations as mentioned in No. 1 are publicly available
-The recommendations adhered to by Statkraft are available at www.nues.no, the State's principles for good corporate governance as described in Report No. 13 (2010-2011) to the Storting Active ownership (“The Ownership Report") and at the State's principles for good corporate governance. Statkraft's code of conduct is available at Statkraft code of conduct.
- reasons for any non-compliance in relation to recommendations and regulations as mentioned in No. 1
- NUES’ recommendations for the Sections (3) Equity and dividend, (4) Equal treatment of shareholders, (5) Freely negotiable shares, (6) General meetings, (7) Nomination committee and (14) Take-overs, are not relevant for Statkraft as a wholly state-owned enterprise. These sections are still discussed in accordance with what applies for Statkraft as a state-owned enterprise.
- description of the main elements in the Group’s systems for internal control and risk management in the financial reporting process.
-The statement's Section (10) Risk management and internal control
- provisions in the Articles of Association that in part or in full do not comply with provisions in Chapter 5 of the Public Limited Liability Companies Act
- The statement's Section (6) Shareholder meeting and general meeting
- board composition, corporate assembly, supervisory board and control committee; or working committees for these bodies, as well as a description of the main elements in the applicable rules of procedure and guidelines for the bodies and the work of the committees
- The statement's Section (8) Corporate assembly and board of directors, composition and independence, and Section (9) The work of the board of directors
- the provisions of the Articles of Association that regulate nomination and replacement of board members:
- The statement's Section (8) Corporate assembly and board of directors: composition and independence
- the provisions of the Articles of Association and authorisations that give the board authority to decide that the enterprise will repurchase or issue own shares or primary capital certificates
- The statement's Section (3) Share capital and dividends
A statement concerning follow-up of the items in the Norwegian Code of Practice for Corporate Governance is given below.
(1) CORPORATE GOVERNANCE STATEMENT
Statkraft is organised through a state-owned enterprise, Statkraft SF. The activity in Statkraft SF is for all practical purposes restricted to owning all shares in Statkraft AS. Statkraft SF and Statkraft AS have an identical board of directors and management. Statkraft AS is the parent company for an underlying corporate structure. Statkraft adheres to the Norwegian Code of Practice for Corporate Governance (NUES) within the framework established by the company's organisation and ownership. Statkraft adheres to the State's principles for sound corporate governance as described in Report No. 13 (2010-2011) to the Storting Active ownership ("The Ownership Report"), and is subject to the reporting requirements relating to corporate governance pursuant to Section 3-3b of the Accounting Act.
The Norwegian state’s Principles for good corporate governance from The Ownership Report:
Norwegian state’s Principles for good corporate governance
- Shareholders must be treated equally.
- Matters relating to the state's ownership in the companies must be transparent.
- The owner's decisions and resolutions must be made at the general meeting.
- The state will, together with other owners, if any, set performance objectives for the companies, and the board is responsible for realising the objectives.
- The company's capital structure must be adapted to the purpose of the ownership and the company's situation.
- The composition of the board must be characterised by expertise, capacity and diversity based on the individual nature of the company.
- Wage and incentive schemes must be designed to promote creation of value in the companies, and must be reasonable.
- The board must fulfil an independent control role vis-à-vis the company's management for and on behalf of the owners.
- The board should have a plan for its own work and work actively to develop its own expertise. The board's activities must be evaluated.
- The company must be conscious of its corporate social responsibility.
The company's value base is described in Statkraft's code of conduct, and the guidelines for ethics and corporate responsibility have been designed on the basis of the code. The company' annual report includes a statement on corporate responsibility.
The objective of Statkraft AS is, alone, or through participation in or cooperation with other companies, to plan, design, construct and operate energy production facilities, undertake financial and physical energy trading, and operate businesses which are naturally associated therewith. Statkraft AS is registered in Norway and its management structure is based on Norwegian company law. Statkraft is also subject to the Norwegian Securities Trading Act and stock exchange regulations associated with the company’s debt obligations.
(3) SHARE CAPITAL AND DIVIDEND
Statkraft AS’ share capital totals NOK 30 600 000 000, divided among 200 000 000 shares of NOK 153 each. The company's shares can only be owned by Statkraft SF.
Capital increases are processed through the shareholder meeting of Statkraft SF and the general meeting of shareholders in Statkraft AS.
The State as the shareholder is free to set the dividend in its wholly owned companies. The provision of the Limited Liability Companies Act to the effect that the general meeting cannot adopt a higher dividend than that proposed or accepted by the board of directors, does not apply to wholly owned state companies.
The Norwegian state communicates long-term and annual dividend expectations to Statkraft. Storting Proposition No. 1 (2007–2008) discussed the consequences of conversion to the IFRS accounting standard and concluded that dividend will normally be calculated "from group profit after tax and minority interest, adjusted for unrealised gains and losses".
The board maintains a continuous focus on adapting the company's objectives, strategy and risk profile to the company's capital situation. Statkraft's investments are financed through a combination of retained capital, borrowings and any new capital contributed by the owner.
See Note 6 for more information about the company's capital structure management.
(4) EQUAL TREATMENT OF SHAREHOLDERS AND TRANSACTIONS WITH RELATED PARTIES
Statkraft engages in transactions with companies that are closely related to Statkraft's shareholder, the Norwegian state. All transactions are based on regular commercial terms and principles.
The rules of procedure to the board of Statkraft state that neither board members nor the President and CEO may participate in the processing or deciding of issues that are of substantial personal or financial interest to them or closely related parties. Any persons in such a situation must, on their own initiative, disclose any interest they or their closely related parties may have in the deciding of an issue. The same follows from the Group’s ethical rules.
(5) FREELY NEGOTIABLE SHARES
Shares in Statkraft AS can, according to the Articles of Association, only be owned by the state-owned enterprise Statkraft SF.
(6) SHAREHOLDER MEETING AND GENERAL MEETING
The Norwegian state exercises its authority as the owner in the shareholder meeting of Statkraft SF. In accordance with the Articles of Association of Statkraft S, Statkraft SF cannot attend and vote in a general meeting in Statkraft AS without a preceding decision in a shareholder meeting.
The shareholder meeting and the following general meeting are held once annually by the end of June. The auditor attends the shareholder meeting and the general meeting.
Before the board makes a decision in matters assumed to be of significant importance for the purpose of the enterprise, or which will significantly change the character of the activities, the matter must be put before the ministry representing the state's ownership in accordance with the State Enterprise Act.
(7) THE NOMINATION COMMITTEE
Statkraft SF and Statkraft AS do not have a nomination committee. The election of board members appointed by the owner of Statkraft SF takes place in the shareholder meeting. Statkraft SF and Statkraft AS have identical boards.
(8) THE CORPORATE ASSEMBLY AND BOARD OF DIRECTORS, COMPOSITION AND INDEPENDENCE
The State Enterprise Act stipulates that state-owned enterprises shall be governed by a board and a general manager. Pursuant to the exception provisions of the Limited Liability Companies Act, Statkraft AS has entered into an agreement with its employees’ trade unions stipulating that the company will not have a corporate assembly. Three of the board's nine members are elected by the employees based on the agreement that the company will not have a corporate assembly.
For companies with commercial purposes, the owner usually value the election of representatives with broad experience from business, industry and other relevant areas, so that the board overall reflects the company's business areas and strategic goals.
The Storting has decided that active politicians, including representatives to the Storting, ministers and deputy ministers shall not be elected to the boards, and that the same applies for civil servants whose area of authority includes regulatory or controlling authority in relation to the enterprise, or who process cases of importance to the enterprise, see Report No. 13 (2006-2007) to the Storting.
The President and CEO and senior executives of Statkraft are not members of Statkraft's board.
Board members are elected for terms of two years and can be re-elected.
(9) THE WORK OF THE BOARD OF DIRECTORS
The board of directors usually meets eight times a year. The chair of the board will hold board meetings as often as is required. The board of directors has adopted rules of procedure with guidelines for the work and case processing of the board. The rules of procedure also cover the President and CEO. The rules of procedure define the work scope, duties and authorities of the President and CEO in more detail than follows from the legislation.
The Board prepares an annual agenda for its work, with special emphasis on goals, strategies and implementation. The board holds an annual strategy conference. The President and CEO prepares background material, in the form of strategic, economic and financial plans, for such conferences.
The board informs the boards of subsidiaries of matters of potential significance for the subsidiary in question.
The board evaluates its own performance and expertise annually.
The board has appointed a compensation committee consisting of the chair of the board and two of the board's other members. The compensation committee prepares the board's deliberations on the wages and other benefits paid to the President and CEO - as well as matters of principle related to wage levels, incentive schemes, pension terms, employment contracts and similar for the company’s executives. The remuneration for the group auditor is stipulated by the board.
The board’s audit committee comprises four of the board’s members. The committee functions as a preparatory body for the board's management and supervision work, and at least one member of the audit committee shall have experience in accounts management, financial management or auditing.
The background and expertise of the individual board member can be found on the Statkraft internet - board of directors. An overview of the members' participation in board meetings is available in Note 37 of the annual report.
(10) RISK MANAGEMENT AND INTERNAL CONTROL
Risk management is an integrated part of all activities in Statkraft, and managers at all levels of the organisation are responsible in this regard, including subsidiaries, joint ventures and contractors. Risk management is regulated by mandates, specification documents and guidelines. Follow-up of risk and risk handling is incorporated in the daily business operations.
Risk management and internal control are integral parts of the board's work. The board has the overall responsibility for Statkraft having suitable and efficient systems for risk management and internal control. In order to ensure this, the board shall:
- Review the Group’s most important risk areas and conduct the established internal audit at least once a year
- Ensure that the systems are adequately established, implemented and followed up, e.g. through processing of reports submitted to the board by the President and CEO and the internal audit function
- Ensure that risk management and internal control is integrated in the Group's strategy and business plans
Furthermore, the board shall ensure that the President and CEO has:
- Stipulated instructions and guidelines for how the Group's risk management and internal control will be carried out in practice
- Established adequate control processes and functions
- Ensured that Statkraft's risk management and internal control are carried out, documented, monitored and followed up in a prudent manner
Statkraft's overall management system, «The Statkraft Way», defines the Group's ground rules and ensures a sound control environment for fulfilling the management's goals and intentions. This management system has been certified in accordance with the ISO standards for quality management systems and environmental management systems (ISO 9001:2008 and ISO 14001:2004).
Statkraft’s corporate audit function is an independent function which assists the board and management in making an independent and impartial evaluation of whether the Group’s most significant risks are sufficiently managed and controlled. The corporate audit function also contributes to continuous quality improvement in internal management and control systems. Head of corporate audit is the secretary of the board's audit committee. The audit committee and head of corporate audit hold minimum one meeting per year without the presence from Group administration.
The head of corporate audit acts as notification body for unethical or illegal matters. Corporate audit conducts audits according to an annual rolling plan. The audit work is carried out in accordance with the International Standards for Internal Auditing (IIA). The annual corporate audit report and auditing plan is presented to the board, which approves the auditing plan for the coming year. Corporate audit also presents a half-year report to the audit committee. The implementation of audit recommendations is followed-up on a regular basis.
The internal control includes compliance with the company value base and guidelines for ethics and corporate responsibility. Important functions to ensure that risk management and internal control are integrated parts of the activities in Statkraft include the corporate audit function, the integrity officer function, the Group risk function, the investment committee and the group internal control manager (internal control over financial reporting - ICFR).
A centralised Group risk function has been established. The function is independent of the commercial operations. The Group risk function monitors Statkraft's total risk at group level and reports to the CFO.
The Group's investment committee ensures independent risk assessments prior to making investment decisions as well as portfolio assessments.
Internal control over financial reporting and financial management
The responsibility for the Group's internal control and risk management in connection with the financial reporting process rests with the CFO.
Statkraft has a finance manual which is available to all employees on the Group's portal. The manual is a tool to ensure that the requirements set by the Group's management system, "The Statkraft Way", are complied with in the financial reporting process. This includes a description of the reporting process, the internal control system, reporting instructions, financial reporting principles, reporting calendar and course calendar. The information in the manual is continuously kept up to date and all documents are updated at least once annually.
"The Statkraft Way" and the finance manual form an important basis for the other internal control work in the financial reporting. The Group has a system for internal control over financial reporting to ensure correct accounting information in the monthly, quarterly and annual reports. The main elements of the system are risk assessment, evaluation of control design, self-assessment and review, reporting on control effectiveness and continuous monitoring and performance. The requirements in the internal control system have been made available to all employees via the finance manual.
Statkraft’s internal control work over financial reporting is based on the Committee of Sponsoring Organizations of the Treadway Commission's (COSO’s) framework for risk management and internal control.
The main elements of the internal control system are:
- Risk assessment
Annual review of the Group's inherent risk of errors in the financial reporting. This is documented in a financial risk map presented to the Group's audit committee.
- Evaluation of control design
Establishment of internal controls in processes with high inherent risk. The total sum implemented internal controls will lower the risk of errors in the processes to an acceptable level. Each individual internal control must be assigned to a responsible person and the internal control descriptions made available to all employees through the financial manual.
- Continuous performance and monitoring
The internal controls are continuously performed by the line and line management are responsible for continuously monitoring of the control performance and documentation and ensure compliance with the requirements of the internal control system.
- Self-assessment and review
Line managers perform an annual evaluation of control performance and documentation of the control performance throughout the fiscal year. The results of the self-assessment are presented to the audit committee.
- Reporting on control effectiveness
Reporting to the audit committee are done twice a year; the financial risk map and the results of the self-assessment.
Statkraft prepares monthly and quarterly internal reports analysing the performance and forecasts for the Group and the segments. The reports are reviewed and quality assured by the segment management, CFO and corporate management. Special emphasis is put on analysis of financial performance, market developments, production and investments. The internal reports are continuously reconciled with the Group's consolidated income statement and consolidated balance sheet. The results in the business units are also measured and followed up through score cards consisting of financial, operational and organisational target figures.
Annually, the Group releases four quarterly financial statements and one annual financial statement. The financial statements are prepared in accordance with statutory and regulatory requirements and are presented on the basis of applicable accounting principles and within the deadlines stipulated by Statkraft's board. Reporting instructions are prepared and communicated to the segments quarterly. Principle documents for the financial reporting and the reporting instructions allocate responsible for preparation and quality assurance of reported information. In addition, risk assessment and control measures have been established on multiple levels for each presentation of accounts.
Internal meetings between the CFO-organization and the segments are held each quarter to review the risk factors of the segments, significant accounting items and other issues. The meetings also include risks in relation to financial reporting, both in the short and long term. Drafts of financial statements that are made public are reviewed by the corporate management to ensure that the information reflects the underlying operations. In addition, the board's audit committee performs a preparatory review of the quarterly accounts and annual accounts, focusing on valuation items, significant incidents and non-recurring items. For each quarter, the board's audit committee receives an accounting memo describing these types of items. The external auditor participates in all meetings of the board's audit committee.
(11) BOARD REMUNERATION
The owner stipulates the remuneration of the board. The remuneration is not related to the company's results.
Shareholder-elected board members normally do not perform any additional tasks for the company. To the extent that the members of the board perform tasks for company, this must be clarified with the other board members in advance.
Board remuneration is described in Note 37.
(12) REMUNERATION TO EXECUTIVE EMPLOYEES
Statkraft adheres to the Norwegian state's guidelines for employment terms for managers in state enterprises and companies.
The board will contribute to a moderate, but competitive development of executive remuneration in Statkraft. The board’s compensation committee prepares the board's deliberation of the wages of the President and CEO and the rest of the company’s senior executive management. The President and CEO is currently remunerated with a fixed wage, and the executive vice presidents are remunerated with fixed wages and a variable wage scheme. The variable wage scheme for executive vice presidents has a maximum disbursement that complies with the owner's guidelines, see Report No. 13 (2010-2011) to the Storting. The pension agreements adhere with the guidelines issued by the owner when entered into.
The board's declaration regarding executive wages and other remuneration to executive employees can be read in Note 37.
(13) INFORMATION AND COMMUNICATION
The board has stipulated guidelines for reporting financial and other information. Statkraft SF publishes its annual financial statement. Annually, Statkraft AS releases four quarterly financial statements and one annual financial statement.
Statkraft issues a financial calendar listing key publication dates. The financial calendar, press releases and stock exchange notifications, investor presentations, quarterly and annual reports and other relevant information are published on Statkraft's website.
Statkraft emphasises transparent and honest communication with all stakeholders. The information the company provides to its owner, lenders and the financial markets in general shall provide sufficient details to permit an evaluation of the company’s underlying values and risk exposure. The owner and the financial markets shall be treated equally, and information shall be communicated in a timely manner.
The Articles of Association for Statkraft AS stipulates that the shares can only be owned by Statkraft SF.
The shareholder meeting appoints the external auditor based on the board’s proposal, and stipulates the auditor’s fee. Statkraft SF and Statkraft AS use the same auditor. The auditor serves until a new auditor is appointed.
The board and the auditor hold at least one meeting annually without the President and CEO and others from the administration present. The audit committee evaluates the external auditor’s independence and has established guidelines for use of the external auditor for consultancy purposes.
As part of the ordinary audit, the auditor presents an audit plan to the audit committee. The auditor reports in writing to Statkraft's audit committee concerning the company's internal control, applied accounting principles, significant estimates in the accounts and any disagreements between the auditor and the administration. The board of directors are briefed on the main items of the auditor's reporting.