Posts Tagged 'Norway'

To Meet Norway’s Quotas, a Crash Course in Board Business

Mark Scott, New York Times, April 1st 2013

OSLO – WHEN Anne-Sofie Risasen joined the Norwegian technology company Evry last year, she already had an impressive résumé. Ms. Risasen, a multilingual computer science graduate, spent years working for the French consulting firm Capgemini before taking a senior role at Microsoft here, where she managed more than 150 workers across Norway.

But Ms. Risasen wanted to raise her game.

So last September, Ms. Risasen, 43, signed up for an executive boot camp. Over the last seven months, she has taken leadership classes at a local business school, attended networking events and taken a battery of aptitude tests to measure her strengths and weaknesses.

“For me, it was a tactical move,” said Ms. Risasen at Evry’s headquarters in a snow-filled business park on the outskirts of the Norwegian capital. “The main reason to take part was to become a board member.”

Started in 2003, the boot camp, Female Future, aims to train the country’s next generation of directors.

The 16-day program, which runs over 10 months, is part business school, part career coach. In all-day workshops, the women are given crash courses on being a director, including training in corporate governance and leadership. Outside trainers also try to bolster confidence by coaxing the women into sharing stories from their own careers, so they can see the commonality in their experiences.

Since its founding, the Female Future program has helped roughly two-thirds of its 1,300 participants secure senior management positions or board memberships. In December, Ms. Risasen was promoted to run Evry’s public sector unit, overseeing 500 employees. She is hoping the training will also put her in line to join the boards of her company’s subsidiaries when she finishes the course in June..Continue reading

Separating Chairman and CEO: Importing Change from Norway

by J. Robert Brown, for The Race to the Bottom, November 6, 2009.

Norway provides an example of how to diversify boards without waiting for the “market” to effectuate change.  The country requires each board to consiste of at least 40% of each gender.  The experience is only in its early stages but appears to be functioning effectively.  In other words, requiring more women in the board room did not destroy Norwegian capitalism and may even have had some positive ramifications.

Norges Bank Investment Management, a branch of the Norwegian central bank, among other things manages the Norwegian Government Pension Fund, a task that requires investment into the United States.  NBIM has taken upon itself to submit four shareholder proposals calling for the separation of chairman and CEO.  The targeted companies?  Harris Corporation, Clorox, Cardinal Health, and Parker Hannifin…(continue reading)

Directors Get It: Shareholders Want Independent Board Chair

by Gary Larkin, for The Conference Board, Ocotber 20, 2009.

Like it or not, the wave of corporate governance reform is coming to the U.S. boardrooms quicker than some might like either in the form of successful shareholder proposals, SEC disclosure regulations or federal legislation. And the one getting the most traction lately is mandating an independent board chair.

Nearly one year after the financial crisis flashpoint (the Lehman Brothers failure), shareholders are seeking their pound of flesh by targeting the top executives of public companies. Other than raising their ire over the executive compensation packages (including bonuses), some are looking to change the company governance guidelines regarding company leadership.

RiskMetrics Group’s 2009 Postseason Report: A New Voice in Governance: Global Policymakers Shape the Road to Reform, which was released Oct. 16, found that investors have become more aggressive in seeking governance changes. During the 2009 proxy season, there were 31 proposals calling for an independent board chair vs. 28 in 2008. Also, the amount of support increased 7 percentage points to 36.3 percent from 29.3 percent. Looking back to 2007, that figure was only 25 percent…(continue reading)

Overview of the Norwegian Code of Practice for Corporate Governance in Take-over Situations – some practical aspects

by Steenstrup Stordrange

1        Background

Companies listed on the Oslo Stock Exchange or on the Stock Exchange alternative market place (Oslo Axess) are subject to the Norwegian Securities Trading Act (“STA”), as STA applies to activity in Norway. Most of the companies listed on Oslo Stock Exchange or Oslo Axess are Norwegian companies, but there are also several foreign companies listed, especially within shipping and natural resources as oil and gas. In addition to the company being subject to the STA, the companies listed, whether Norwegian or foreign, are to a certain extent subject to The Norwegian Code of Practice for Corporate Governance (the “Code” or the “Code of Practice”). In the following we shall focus on the Code.

The Code is based on applicable compulsory legislation for listed companies, in particular STA and the Norwegian Public Limited Liability Companies Act (“allmennaksjeloven” – abbreviated “PLLCA”). The PLLCA will naturally not be applicable to companies domiciled outside Norway, but most of the rules are EU-harmonized. The Code, however, contains more elaborate provisions than those in the mandatory laws and regulations. The Code of Practice has been prepared and is revised by the Norwegian Corporate Governance Board (“NCGB”), but the code has not the character of enforceable law. Companies listed on Oslo Stock Exchange or Oslo Axess are obliged to report annually their principles for corporate governance in accordance with the Code of Practice on a “comply or explain” basis, i.e. they have to state clearly to what extent they do not comply with the code of practice, and to state the reason for the deviation. Most companies aim at full compliance with the Code of Practice.

This article provides an overview of the provisions of the Code in relation to a take-over situation where a public offer is made by an offeror to the shareholders of the company to acquire shares, whether mandatory or voluntary, with the objective of obtaining control of the company. In Norway, the obligation of the offeror to launch a mandatory bid to all the shareholders is triggered when a buyer has acquired more than 1/3 of the voting shares of the listed company. Further, we will illustrate the role of the board of directors of the target company in a take-over situation by giving a few examples inspired by transaction practice in Norway.

The EU Directive 2004/25/EC on takeover bids is implemented in the STA. In these cases the basic principles and key provisions of the Directive will have the character of formal law, and consequently be of a higher order than the Code of Practice…(continue reading)

How Women Have Changed Norway’s Boardrooms

by Kate Sweetman for the Harvard Business Review, July 27, 2009

It takes an open mind to incorporate the lessons that Norway can teach the rest of the world about the value of women on corporate boards. Two years ago, most publicly-traded Norwegian boards themselves had to be forced by law to accept women in any sort of real numbers. Traditional feminists (if there is such a term!) who believe that men and women are not only equal but the same may be tempted to reject the positive differences between men and women that the Norwegian board members say they experience. And men in charge of corporations everywhere who have genuinely tried to on-board women and either 1) not found them, or 2) found them lacking will have to re-examine how well they actually tackled that task…

To read the complete article please click here.

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Cefeidas Group



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