Corporate governance principles

 

1. GOVERNANCE PRINCIPLES

Borregaard considers good corporate governance to be a prerequisite for value creation, confidence building and access to capital.

In order to secure strong and sustainable corporate governance, it is important that Borregaard ensures good and healthy business practices, reliable financial reporting and a culture of compliance with legislation and regulations.

Borregaard has governing documents setting out principles for how business should be conducted. These apply to all Borregaard units. Borregaard’s governing documents have been approved by the Borregaard Board of Directors.

The Norwegian Corporate Governance Board (NCGB) has drawn up “The Norwegian Code of Practice for Corporate Governance”, which clarifies the role distribution between the owners, the Board of Directors and the management team for companies listed on the Oslo Stock Exchange. The Code of Practice is available at www.nues.no. Listed companies are obliged either to comply with the Code of Practice or explain why it is not complied with. Borregaard will follow the Code of Practice. If it is necessary to deviate from it in any respect, the deviation will be specifically mentioned in a statement of policy on corporate governance included in the annual report.

 

2. APPLYING VALUES TO CREATE VALUE

Borregaard believes that good corporate governance is dependent upon openness and cooperation based on trust between the owners, the Board and Group Executive Management, employees, customers, suppliers, creditors, public authorities and society in general. When submitting reports, Borregaard provides both financial and non-financial information, emphasising transparency so that interested parties may be able to make informed decisions.

The following factors shall be fundamental to Borregaard’s principles of corporate governance:

  • Transparency. Borregaard’s communication with external parties shall be based on transparency in issues relevant to the evaluation of the activities of the Company.
  • Independence. The Board of Directors shall act independently of the Company’s management.   This will ensure that decisions are made on an unbiased and neutral basis.
  • Equal treatment. All shareholders shall be treated equally.
  • Control and management. Good control and corporate governance mechanisms shall provide predictability and reduce risk for owners and other interest groups.

 

3. LAWS AND REGULATIONS

Borregaard is subject to laws and regulations in all the countries where the Group conducts business.  Borregaard shares are listed on the Oslo Stock Exchange and the Company must also comply with Norwegian regulations on share trading and public limited companies.

 

4. COMPLIANCE WITH LAWS AND REGULATIONS

Borregaard has developed a set of governing documents in addition to instructions and complimentary procedures. One example is the Borregaard Code of Conduct. The documents have been drawn up in order to ensure good and effective control. Internal rules are adapted and implemented in all subsidiaries in which Borregaard has control.

Borregaard also works continuously at updating governing documents, training and control mechanisms, which must be relevant and meet both Borregaard’s own requirements and the expectations of other interested parties. Borregaard works systematically to ensure compliance with laws and regulations.

 

5. SOCIALLY RESPONSIBLE BUSINESS CONDUCT

Borregaard’s efforts to ensure socially responsible business conduct involve more than just good business ethics. They also concern the manner in which we treat employees, our relationship to nature and the environment, our efforts to provide safe products, as well as various other factors.

 

6. RESPONSIBILITY

The Senior Vice President of Organisation and Public Affairs is responsible for this document.

 

REFERENCES