The purpose of the Norwegian Code of Practice for Corporate Governance

The objective of this Code of Practice is that companies listed on regulated markets in Norway will practice corporate governance that regulates the division of roles between shareholders, the board of directors and executive management more comprehensively than is required by legislation.

Good corporate governance will strengthen confidence in companies and help to ensure the greatest possible value creation over time in the best interests of shareholders, employees and other stakeholders.

Listed companies manage a significant proportion of the country’s assets, and generate a major part of value creation. It is therefore in the interests of these companies and of society as a whole that they are directed and controlled in an appropriate and satisfactory manner. It is important that companies enjoy good relationships with society as a whole and with the stakeholder groups that are affected by their activities. There is international competition to attract the interest of both Norwegian and international investors, and this makes it essential that Norwegian companies and the Norwegian stock market are seen to maintain high standards in the area of corporate governance.

Target group

The Code of Practice is principally intended for companies that are required by the Norwegian Accounting Act to provide a report on their policies and practices for corporate governance. This mainly relates to companies whose shares are listed on regulated markets in Norway, i.e. at the current time Euronext Oslo Børs and Euronext Expand. The Code also applies to savings banks with listed equity certificates to the extent that it is appropriate.

Companies that are subject to the Issuer Rules for Euronext Oslo Børs and Euronext Expand (hereinafter the “Issuer Rules”), which consist of Rule Book I – Harmonised Rules and Oslo Rule Book II – Issuer Rules,  must report in accordance with this Code of Practice.

Other companies with broadly held ownership whose shares are the subject of regular trading, including companies whose shares or equity certificates have been admitted to trading on a multilateral trading facility, may also find the Code of Practice appropriate for their circumstances.

Corporate management and control at Norwegian companies

The highest governing body for a Norwegian company is its general meeting. A Norwegian company’s management comprises its board of directors, its chief executive and, where relevant, its corporate assembly.

The board of directors has both managerial and supervisory duties. Its managerial duties require it to manage the company in general, unless the company’s other corporate bodies dictate otherwise. The board shall therefore inter alia draw up the company’s strategy and budgets as well as guidelines for its activities. The board’s supervisory responsibility requires it to supervise the chief executive and the company’s activities in general. Executive personnel are not normally elected to the board of directors.

The chief executive shall be responsible for the day-to-day management of the company, including following up the board’s decisions.

Norwegian company law has a number of special features, including:

• In companies with more than 30 employees, the employees may demand board representation. If the company has more than 200 employees without having a corporate assembly, the employees shall be represented on the board.
• In groups of companies, the employees may be represented on the board of the parent company in accordance with specific rules.
• The general manager cannot be a board member.
• At least half of the board members shall be resident in the Kingdom, or be citizens of and resident in an EEA country, Switzerland, the United Kingdom, or Northern Ireland.
• A few companies have a corporate assembly. The corporate assembly consists of at least twelve members. The general meeting elects 2/3 of the members of the corporate assembly. 1/3 are elected by and among the employees. The corporate assembly elects the board members and the chair of the board (including the employee representatives). The corporate assembly also supervises, among other things, the management of the company by the board and the general manager.

Adherence to the Code of Practice – “comply or explain”

Adherence to the Code of Practice will be based on the “comply or explain” principle, which is explained in the commentary to Section 1 of the Code of Practice.

The Code of Practice issued on 28 August 2025 applies with effect from the 2025 financial year. Companies that do not by then apply the changes in the 2025 version of the Code of Practice are expected to report in accordance with the 2021 version of the Code of Practice. Such companies should also explain how they intend to comply with the new version of the Code of Practice.

Structure and form of the Code of Practice

The Norwegian Code of Practice for Corporate Governance is based on company, accounting and securities legislation, as well as on the Issuer Rules, as in force at 1 August 2025, and it includes provisions and guidance that in part elaborate on existing legislation and in part cover areas not addressed by legislation.

The text in the text boxes represents the recommendations to companies. These are the recommendations with which companies must either comply or explain their deviation from.

The commentary provided in each section is intended to provide greater detail and explanation of the requirements, and to explain the reason for their inclusion. The commentary also provides information on the relationship between the requirements of the Code of Practice and the relevant legislation. References to the appropriate legislative provisions can be found in the footnotes.

The Code of Practice uses the term “should” when describing its requirements. Where the requirement in question is already the subject of legislation, the term “must” is used.