NCGB circulated a consultation document on 21 June 2010 with proposals for changes to the Code of Practice. The consultation document and the responses received can be seen at

Valuable responses to the consultation document were received from 20 Norwegian and international market participants. NCGB will also in the future continue to facilitate and encourage open discussion in order to improve the Code of Practice, and welcomes comments and suggestions in this respect.

The following changes have been made to the Code of Practice:

Section 1: Implementation and reporting on corporate governance

The Code of Practice now recommends that, in addition to ethical guidelines, companies should define guidelines for corporate social responsibility.

Section 4: Equal treatment of shareholders and transactions with close associates

In a situation where an increase in share capital is to be carried out which involves waiver of the pre-emption rights of existing shareholders, it is now recommended that if the board resolves to carry out such an increase on the basis of a mandate granted by the general meeting, the company should explain the justification for waiving the pre-emption rights in the stock exchange announcement issued in connection with the increase in share capital.

Section 7: Nomination Committee

The Code of Practice now recommends that the general meeting should stipulate guidelines for the duties of the nomination committee.

Section 10: Risk management and internal control

As a consequence of the addition to the recommendation at Section 1, Section 10 now includes the recommendation that internal control and the systems used for risk management should also encompass the guidelines for corporate social responsibility.

Section 12: Remuneration of executive personnel

The Code of Practice now recommends that performance-related remuneration should be subject to an absolute limit.

Section 14: Take-overs

This section has been redrafted to address solely the target company. In addition it is now recommended – for each and every bid – that the board should arrange for a valuation by an independent expert, and that the board should make a recommendation to shareholders on whether or not to accept the offer.

In addition, certain aspects of the commentaries to the sections have been revised, and the footnotes have been updated to reflect the legislation and regulations as in force at 1 October 2010 in accordance with the comments in the introductory chapter above.