Annual Report and Sustainability Report 2019

CORPORATE GOVERNANCE

Policy

Kongsberg Gruppen

KONGSBERG is subject to reporting requirements regarding corporate governance according to the Norwegian Accounting Act section 3-3b and “The Norwegian Code of Practice for Corporate Governance”, see ongoing obligations for stock exchange listed companies point no. 7. The Norwegian Accounting Act is available on www.lovdata.no. “The Norwegian Code of Practice for Corporate Governance”, most recently revised on 17 October 2018, is available at www.nues.no.

In compliance with Section 5-6 of the Public Limited Liability Companies Act, this report will be dealt with at KONGSBERG’s Annual General Meeting on 14 May 2020. The Group’s compliance with and any deviations from the Code of Practice will be comment­ed on and made available to the Group’s stakeholders.

The Norwegian state, which owns 50.001 per cent of the Group, also assumes that all companies in which the State has a stake will comply with the “Nor­we­gian recommendation for corporate governance”.

As the Norwegian state holds an ownership share of 50.001 per cent, the Group also conducts its activities in accordance with the Storting White Paper no. 8 (2019-2020) – “The Norwegian State's direct ownership of companies – Sustainable value creation”, White Paper no. 13 (2006–2007) – “Ownership report”, White Paper no. 27 (2013–2014) – “A diverse and value-creating ownership”, the Norwegian government’s 10 owner­ship principles for good corporate governance and the OECD guidelines regarding state ownership and corporate governance. The policy was adopted by the corporate Board.

The following elements are fundamental to KONGSBERG’s corporate governance policy:

  • KONGSBERG shall maintain open, reliable and relevant communication with the public about its business activities and factors related to corporate governance.
  • KONGSBERG’s Board shall be autonomous and independent of the Group’s management.
  • Emphasis will be placed on avoiding conflicts of interest between the owners, the Board and the management.
  • KONGSBERG will have a clear division of responsibilities between the Board and management.
  • All shareholders will be treated equally.

The Group’s corporate social responsibility work is considered as an integral part of the principles of good corporate governance. This is in accordance with the government’s view, as expressed in the ‘Ownership Report’.

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