Norway Post Group’s declaration on corporate governance (ESL)
Discussed by the board of directors, 20th June 2008
Introduction
Norway Post’s vision is to become the World’s most future-oriented mail and logistics group. Such a vision requires,
among
other things, good corporate governance.
To Norway Post, good corporate governance means the goals and main principles
that provide guidance as to how the Group is
to be controlled, as well as the structures that regulate interaction between the governing bodies and the company’s other
interested parties.
This document outlines the principles for good corporate governance in Norway Post. The document
is assessed by the management,
board of directors and owners on an annual basis.
The goal of the declaration is to give those in Norway Post’s environment
confidence in the company’s management systems.
Confidence is essential for maintaining a good reputation and a competitive market value. Norway Post’s activities are described
in the company’s regulations. Norway Post is managed in accordance with external regulations, company and accounting legislation
(see below), to which the enterprise is subject. In addition, the company has also established internal directives with its
own attendant management documentation. Norway Post’s declaration on corporate governance follows the Norwegian Code of Practice
for Corporate Governance, revised version of the 4th of December 2007, as far as this is valid.
This declaration is divided as follows:
1. Statement on corporate governance
Norway Post follows the Norwegian code of practice on corporate governance as far as is relevant. Because the Government,
as sole shareholder of Norway Post and shares in Norway Post is not subject to regular trading, sections of the Code are not
relevant, cf. the Code's recommendations on equal treatment of shareholders and free negotiability of shares. In certain other
areas modified directives are necessary with regard to the Code, cf. reference to the shareholder’s meeting in item 4 and
the nomination committee and board of directors in item 5.
This is clarified for the Group’s board of directors in the
annual report, and those points in the Norwegian code of practice
on corporate governance which are not followed are explained
1.1 Core values and strategy
Norway Post’s most important goals and principle strategies are stated in our ”Core values and strategy”. Norway
Post’s core
values are honesty, respect, innovation and cooperation.
Our core values and main strategy will ensure that Norway Post
achieves its goals and that every single employee is in a position
to make good decisions. Norway Post’s divisions are at all times subjected to processes that aim to ensure the core values
and strategies.
1.2. Ethical guidelines
Norway Post’s business ethics are outlined in “Ethical guidelines”. These are in accordance with the company’s core
values
and describe the frame of reference for Norway Post’s partners with respect to their behaviour towards competitors, suppliers
and the market in general.
2 Business
2.1 The company structure
Norway Post is a limited company wholly owned by the Government and represented by the Ministry of Transport and
Communication.
Norway Post’s business aim is set out in § 3 of articles of association, The objects clause states that; ”the company
will run post and logistics business based on physical as well as electronic solutions and other directly related
forms of enterprise.”
Parts of Norway Post’s business activities are based on the concession granted by the Ministry of Transport and Communication
with the authority stated under postal law and supplementary rules in the postal statute. The Norwegian Post and Telecommunications
authority oversees and ensures that the company meets the concession requirements.
2.2 The owner’s goals for the company
The owner’s goals and principle strategies for the company are stated in parliamentary report no. 13 (2006-2007)
An active
and long-term ownership. Section 8.3.5 states that: “Government ownership of Norway Post seeks to ensure the nationwide
operation of delivery services as well as ensuring that
the company delivers services imposed by social duty in a proper and cost-effective manner. Within this framework the company
shall ensure proper representation of state values and a good industrial development of the company. The company will offer
postal services adapted to the needs of individual customer groups at competitive prices. This should be effected through
further development of the existing services and by developing new services that support Norway Post’s core business.”
3 Company’s capital and profits
The profit policy of Norway Post was stipulated by Parliament on the 6th of May 2008 in parliamentary report no. 12
(2007-2008).
Concrete profit requirements in a given year are stipulated in the annual state budget. In parliamentary report no. 11 (2003-2004)
it was established that profits up to and including the financial year 2006 shall be calculated as the State’s deposited profits
multiplied by equity, limited to 75 percent of surplus profit after tax. In parliamentary report no. 12 (2007-2008) this profit
policy is extended. Profit policy for Norway Post is presented in the parliamentary bill no.1 (2007-2008).
4 General Assembly
The Minister of Transport and Communication is the company's General Assembly.
5 Nomination committee and corporate assembly
Norway Post does not have a nomination committee or a corporate assembly. The owner designates members of the board
of directors.
Four members of the board of directors are chosen by and from the employees.
6 The board of directors
In accordance with the regulations the board of directors will consist of between seven to ten members. The election
period
for board members is limited (up) to two years at a time. Ideally the board of directors should be composed in such a way
that it can protect the Group’s needs for competence, capacity and diversity and furthermore, that the members have time to
sit on the board, have relevant experience from work on other boards, and that the board’s composition should ensure continuity.
In order to attend to control tasks board members will be independent of the business administration.
To satisfy the
need for independence, the following requirements apply to individual board members:
7 The Board’s work
7.1 Instructions for the board of directors and evaluation of its own work.
Instructions for the board of directors are in place in Norway Post. They provide more detail concerning the rules
about
the board's work and case handling within the framework of relevant legislation, the company’s regulations and general assembly’s
decisions. The instructions for the board of directors stipulate that the board evaluates its work and the content of the
instructions on an annual basis, together with the company's principles for corporate governance.
7.2 The work of the board of directors
The board is the company’s highest authority and is duty bound to protect the interests of the company in the execution
of
its mission. This means that they attend to the reasonable organisation of the company, institute plans and budgets and ensure
that the company, accounting and financial administration are in good order for satisfactory inspection. They also supervise
the day-to-day management of the company’s operations. The main mission of the board is further described in the instructions
for Norway Post’s board of directors. Detailed guidance is also provided in the instructions for the board of directors concerning
the board’s case handling, quorum and majority requirements and confidentiality. A remuneration committee has been established
to ensure a thorough and independent handling of cases that require financial reporting, remuneration of and approval by,
executive management. The committee consists of four board members and is led by the chairman of the board.
7.3 Authorities
7.3.1 External authorities
In accordance with the company’s regulations and company registration, the formal signatories of the company are executives
and fellow board members. The CEO has power of attorney.
7.3.2 Internal authorities
A document describing the relevant internal authorities within the company has been prepared. This document identifies
the
budgetary limits for various operational situations together with those levels of the organisation that may formally approve
the proposed action which will incur an obligation to the company.
7.4 CEO’s responsibilities and duties
The CEO, as leader of Norway Post, represents the day-to-day leadership of the company’s operations and by law must
follow
the guidance and duties imposed by the board. These guidelines for the CEO’s work form part of the instructions for the board
of directors of Norway Post.
7.5 Risk management and internal control
The board and Group leadership ensure that all necessary controls of the company’s business are carried out. This is
accomplished
through the execution of the following processes, among others:
These processes will ensure that operative activities are thoroughly assessed and controlled so that the responsibilities
of the board and company management with regard to the relevant regulations and principles for good corporate governance can
be protected.
Annual risk assessment is carried out for the company and investigates the company’s strategic, financial
and operational
risks. The risk analysis is presented to the board of directors.
8 Remuneration of the board of directors
Remuneration for the board of directors is decided on an annual basis by the General assembly. Remuneration is proposed
by
note in the annual report.
9 Remuneration of executive management etc.
The board establishes guidelines for remuneration of executive management. The guidelines are presented to the board
of directors.
Norway Post considers incentive systems as an important tool to focus management on increasing company
profitability, in
line with the owner’s interests. To this end, a bonus scheme has been established for individuals who hold key positions within
the company.
Payment under these schemes presupposes that they will be covered by the company's business. Routines have
been established
which ensure that it is not only immediate superiors who are involved in the decision making process concerning employment,
pay and bonuses. In such cases the current decision maker/ manager shall collect the bonus from their immediate superior.
10 Information and communication
10.1 Internal and external communication
Relevant and reliable internal and external information about all essential situations is vital to how the company
functions
and how it is judged by the world about us.
This is described in more detail in Norway Post Group’s policy communication.
10.2 Communication with the owners
The board of directors shall present cases of social importance or matters of principle to the Minister for Transport
and
Communication.
Norway Post has a duty under legislation §10 to provide information about the Group’s activities. This
is met by means of
a written report concerning the wider plans for the Group’s business, including economic development in recent and future
years. The owner uses this document as a basis for the biannual governmental owner’s report to Parliament.
In addition,
quarterly meetings with the Ministry for Transport and Communications (as owner) are held, where the following
themes are discussed:
10.3 Financial information
Norway Post falls under the shares and accountancy law requirements for annual and quarterly reports. The company
strives
to comply with the rules, requirements and standards for good information that apply for listed companies in Norway, that
is use of accounting standards and accounting practices. Information is made available via the internet in both Norwegian
and English. Detailed requirements concerning the content and structure of annual and quarterly reports follow the above-named
regulations and the Group’s accepted accounting and reporting manual.
10.4 Annual report
Norway Post publishes its annual report in line with the guidance policy of the Oslo Stock Exchange which includes
a general
description of the company's views on good corporate governance. Those points in the Norwegian code of practice on corporate
governance which are not followed, are explained.
11 Audit
Norway Post has an independent external auditor selected by the General assembly on the recommendation of the board
of directors.
The auditor takes part in board meetings concerning the annual report. In the same or a separate meeting
the auditor clarifies
revisions, their view of the Group’s accounting principles, risk areas, internal control routines and the Group’s bookkeeping.
The conclusions are presented in an annual, numbered letter to the board. In addition to the legally required audit, the auditor
performs normal auditing duties. The board informs the General assembly of the auditor’s remuneration divided between the
audit and other services. Norway Post has a policy of using the same auditing firm for all the Group's companies.