Corporate Governance in Norway

Norwegian public limited companies are governed by the Public Companies Act, which is, on important areas (e.g., information requirements, investor protection and accounting), supplemented by other mandatory laws such as the Securities Trading Act, the Stock Exchange Act and the Accounting Act. Companies listed in Oslo are also subject to the continuing obligations of listed companies as adopted by the Oslo Stock Exchange.

In addition, important guidelines for corporate governance in listed companies have been established in the Norwegian Code of Practice for Corporate Governance (NCCG). The NCCG provides Norwegian listed companies with guidelines for governing the relationship between shareholders, boards of directors and executive management more comprehensively than the applicable legislation. The NCCG consists of 15 recommended principles of corporate governance, each of which is coupled with explanatory commentaries.

Several provisions of the Public Companies Act have been introduced or amended owing to EU regulations, including Directive 2007/36/EC on shareholder rights. This Directive was implemented in Norway in 2009 and applies to listed companies only. The purpose of the Directive is generally to improve shareholders' opportunities to exercise influence in listed companies.

Enforcement

A shareholder who believes that a resolution by the general meeting violates mandatory law or the company's articles of association can take legal action to have the resolution rendered void. An illegally adopted resolution or other forms of non-compliance with mandatory laws can also give rise to claims for compensation.

The NCCG is, on the other side, not directly legally binding. Nevertheless, the NCCG has to some extent gained legal anchoring through the Accounting Act, which requires that listed companies account for their principles and practice of corporate governance in their annual directors' report on a comply or explain basis. This requirement is also established in the continuing obligations of listed companies published by the Oslo Stock Exchange. In addition, companies applying for listing on the Oslo Stock Exchange must report on their corporate governance principles in their listing application. By connecting the NCCG to mandatory legislation and stock exchange regulations, the NCCG has been established as guidance with which companies are generally expected to comply.

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Resources:

For further information on corporate governance in Norway consult https://thelawreviews.co.uk/edition/the-corporate-governance-review-edi…

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Contact:

Norwegian Corporate Governance Board

info@NUES.no

Norsk utvalg for eierstyring og selskapsledelse
c/o Næringslivets Hovedorganisasjon
P.O. Box 5250 Majorstuen
0303 Oslo
Norway