Aker BP ASA (‘Aker BP’) aims to ensure the greatest possible value creation to the shareholders and society over time in a safe and prudent manner. A good management and control model with a clear division of responsibility and roles between the owners, represented by the shareholders in the General Meeting, the Corporate Assembly, the Board of Directors and the corporate management is crucial to achieve this.
1. IMPLEMENTATION AND REPORTING ON CORPORATE GOVERNANCE
The Board of Aker BP is responsible for actively adhering to sound corporate governance standards.
Aker BP is a Norwegian public limited liability company (ASA), listed on the Oslo Børs and established under Norwegian laws. In accordance with the Norwegian Accounting Act, section 3-3b, Aker BP includes a description of principles for corporate governance as part of the Board of Directors’ Report in the annual report or alternatively makes a reference to where this information can be found.
The Norwegian Corporate Governance Board (NCGB) has issued the Norwegian Code of Practice for Corporate Governance (“the Code”). The Code can be found on www.nues.no. Adherence to the Code is based on the “comply or explain” principle, which means that a company must comply with all the recommendations of the Code or explain why it has chosen an alternative approach to specific recommendations.
Oslo Børs requires listed companies to publish an annual statement of their policy on corporate governance in accordance with the Code in force at the time. Continuing obligations for companies listed at Oslo Børs is available at www.oslobors.no.
Aker BP complies with applicable laws and regulations. Aker BP complies with the current edition of the Code, issued on 30 October 2014, unless otherwise specifically stated. The following statement on corporate governance is structured the same way as the Code, thus following the 15 chapters included in the Code.
The vision for Aker BP is “Creating the leading independent offshore E&P company”. The following values are adopted by the company:
- ENQUIRING – We are curious and aiming for new and better solutions.
- RESPONSIBLE – We put safety first and strive to create value for our owners and for society.
- PREDICTABLE – We build trust and reputation through reliability and consistent behaviour.
- COMMITTED – We are committed to each other, the company and society.
- RESPECTFUL – We have high ethical standards. We have respect for those we work with and value diversity.
The company has adopted a Code of Ethics to ensure that employees, hired personnel, consultants and others acting on behalf of Aker BP, do so in a consistent manner with respect to ethics and good business practice. The Code of Ethics clarifies the company’s fundamental ethical values including corporate social responsibility and is a guideline for those making decisions on behalf of the company.
The company shall demonstrate responsibility through actions, the quality of its work, the projects and products and all its activities. The company’s ambition is that business activities shall integrate social, ethical and environmental goals and measures. As a minimum, Aker BP will comply with laws, regulations and conventions in the areas where the company operates, but the established set of ethical guidelines extends beyond such compliance. Established procurement procedures secure non-discrimination and transparency in the procurement processes. It is also stated in the Code of Ethics that any form of corruption is not tolerated.
In addition, the company has a sponsorship programme to promote the company and its activities. Guidelines for the use of sponsorships are included in the Code of Ethics. Aker BP supports measures that are directly related to the company’s business as an oil company, measures that provide significant exposure and measures that can be for the benefit of the employees. Information about ongoing sponsorships are available on the website: http://www.akerbp.com/en/about-us/csr/sponsorships/.
The company shall achieve its goals in accordance with the adopted Code of Ethics, which are available on the website http://www.akerbp.com/en/about-us/code-of-ethics/.
Deviations to the code: None
According to Aker BP’s Articles of Association article 3, its objective is ”to carry out exploration for and recovery of petroleum and activities related thereto, and, by subscribing for shares or by other means, to participate in corresponding businesses or other business, alone or in cooperation with other enterprises and interests”. Further information about the Articles of Association is available at: http://www.akerbp.com/en/investor/corporate-governance/articles-of-association/.
Through an annual strategy process, the Board defines and evaluates the company’s goals and main strategies. Together with the company’s financial status, these goals are communicated to the market.
It is Aker BP’s objective to build up a substantial and profitable oil and gas production company over time. In order to achieve this objective, the company will take part in exploration, development and production activities and be opportunistic in its approach to buying and selling interests in fields and discoveries.
Deviations to the code: None
3. EQUITY AND DIVIDENDS
The Board seeks to optimize the company’s capital structure by balancing risk, return on equity against lenders’ security and liquidity requirements. The company aims to have a good reputation in all debt and equity markets. The Board continuously evaluates the company’s capital structure, ensuring an optimal and diversified capital and debt structure is a key priority for the Board. This involves monitoring available funding sources and related cost of capital.
At year-end 2016, the company’s book equity was USD 2.45 billion, which represents 26 per cent of the balance sheet total of USD 9.26 billion. The market value of the company’s equity was USD 6.1 billion (NOK 52.2 billion) on 31 December, 2016. Equity was significantly strengthened during 2016 following the merger with BP Norge AS and is considered to be adequate for the company’s operations and risk profile.
It is the company’s goal that over time, Aker BP’s shareholders shall receive a competitive return on their investment through increase in the share price and cash dividend. In December 2016, the company paid its first quarterly dividend of USD 0.185 per share. The current dividend policy is to sustain a minimum dividend level of USD 250 million per year going forward, payable quarterly and to increase this level once Johan Sverdrup is in production.
The financial liquidity is considered to be good. At 31 December 2016, the company’s cash and cash equivalents were USD 115 million. In addition, available undrawn amount on credit facilities were about USD 2.4 billion.
In April, the Annual General Meeting (AGM) authorized the Board to increase the share capital by a maximum of NOK 20,261,860, representing up to 10 per cent of the total share capital at the time of such meeting. As of 31 December 2016, the mandate had not been used.
The AGM in April 2016 provided the Board a mandate to re-purchase company shares equivalent to up to 10 per cent of the total share capital at the time of such meeting. In September 2016, at an extraordinary General Meeting where inter alia the share capital of the Company was increased, the authorization to the Board to re-purchase company shares from the AGM was replaced with a new authorization granting the Board the right to repurchase shares with a nominal value of maximum of NOK 33,773,707, representing up to 10 per cent of the total share capital after the increase in the share capital. The mandate is valid until the AGM meeting in 2017. As of 31 December 2016, the mandate has not been used.
Deviations to the code: None
4. EQUAL TREATMENT OF SHAREHOLDERS AND TRANSACTIONS WITH CLOSELY RELATED PARTIES
The company has one class of shares, and all shares carry the same rights.
When the company considers it to be in the best interest of shareholders to issue new equity there is a clear objective to limit the level of dilution. Aker BP will carefully consider alternative financing options, its overall capital structure, the purpose and need for new equity, the timing of such an offering, the offer share price, the financial market conditions and the need for compensating existing shareholders in the event that pre-emption rights are waived. Arguments for waiving pre-emption rights will be clearly stated.
In the event that the Board decides to use its current authorization to re-purchase company shares, the transactions will be carried out through the stock exchange or at prevailing stock exchange prices if carried out in any other way.
In June 2016, Det norske oljeselskap and BP Norge AS entered into an agreement to merge through a share purchase transaction. As part of the transaction, Det norske issued 135.1 million shares based on NOK 80 per share to BP as compensation for all shares in BP Norge AS, which was in line with the market valuation prior to announcement of the transaction. The Board obtained an independent third-party valuation in relation to the transaction.
As per 31 December 2016, Aker Capital AS owned 40.0 per cent of Aker BP. Aker Capital AS is a wholly-owned subsidiary of Aker ASA. Following the merger with BP Norge AS, Aker ASA de-consolidated Aker BP and started to account for Aker BP in accordance with the equity method.
Aker BP is committed to equal treatment of all shareholders. The Board is of the view that it is positive for Aker BP that Aker ASA and BP plc assume the role of active owners and are actively involved in matters of major importance to Aker BP and to all shareholders. The cooperation with Aker ASA and BP plc offers Aker BP access to expertise- and resources within upstream business activities, technology, strategy, transactions and funding. It may be necessary to offer Aker ASA and BP plc special access to commercial information in connection with such cooperation. Any information disclosed to Aker ASA’s and BP plc’s representatives in such a context will be disclosed in compliance with the laws and regulations governing the stock exchange and the securities market.
Applicable accounting standards and regulations require Aker ASA and BP plc to prepare their consolidated financial statements to include accounting information of Aker BP. Aker BP is considered an associate of Aker ASA and BP plc under the applicable accounting standard. In order to comply with these accounting standards, Aker ASA and BP plc have in the past received, and will going forward receive, unpublished accounting information of Aker BP. Such distribution of unpublished accounting information from Aker BP to Aker ASA and BP plc is executed under strict confidentiality and in accordance with applicable regulations on the handling of inside information.
The Board recognizes Aker ASA’s and BP plc’s contribution as a active shareholders. Investor communication seeks to ensure that any shareholders are able to contribute, and management will actively seek the views of shareholders. Investor activities are also directed at promoting higher stock liquidity to balance a shareholder structure with many long-term investors.
Aker BP has no closely related parties, as defined in the Public Limited Liability Company Act (“Almennaksjeloven”). The company has nevertheless established procedures for transactions with such parties and also extended these to include Aker ASA. The Board of directors and executive management are nevertheless very conscious that all relations with Aker ASA and BP p.l.c, its subsidiaries and other companies in which Aker ASA or BP p.l.c have ownership interests, shall be premised on commercial terms and are entered into on an arm’s-length basis. Transactions with Aker and BP controlled companies are described in the financial statements’ disclosure about transactions with related parties.
The company’s employees are prohibited from engaging in financial activities of a potentially competitive nature in relation to Aker BP. The company’s Code of Ethics provides clear guidelines as to how employees and representatives of the company’s governing bodies should act in situations where there is a risk of conflicts of interest and partiality.
Deviations to the code: None
5. FREELY NEGOTIABLE SHARES
Aker BP’s shares are freely negotiable securities, and the company’s Articles of Association do not impose any form of restriction on their negotiability.
The company’s shares are listed on the Oslo Børs and the company works actively to attract the interest of new shareholders, both Norwegian and foreign investors. Strong liquidity in the company’s shares is essential if the company is to be viewed as an attractive investment and thus achieve a low cost of capital.
Deviations to the code: None
6. GENERAL MEETINGS
The General Meeting of shareholders is the company’s highest authority. The Board strives to ensure that the General Meeting is an effective forum for communication between the shareholders and the Board, and encourages shareholders to participate in the meetings.
The Board can convene an extraordinary General Meeting at any time. A shareholder or a group holding at least five per cent of the company’s shares, can request an extraordinary General Meeting. The Board is then obliged to hold the meeting within one month of receiving the request.
Preparation for General Meetings
The AGM is normally held before the end of April each year, and no later than the end of June, which is the latest date permitted by the Public Limited Liability Companies Act. The date of the next AGM is normally included in the financial calendar.
The notice of a General Meeting is sent to the shareholders and published on the company’s website and the stock exchange no later than 21 days prior to the meeting.
Article 7 in the company’s Articles of Association, about the General Meeting, stipulates that documents concerning matters to be considered by the General Meeting, will be made available to the shareholders on the company’s website. This also applies to documents that are required by law to be included in or enclosed with the notice of the General Meeting.
The supporting documentation provides the necessary information for shareholders to form a view on the matters to be considered.
Participation in a General Meeting
According to Article 7 in the Articles of Association, the right to attend and vote at the General Meeting can only be exercised when the share transaction is introduced in the shareholder register no later than the fifth business day prior to the General Meeting (registration date).
Shareholders who are unable to attend a General Meeting are encouraged to vote by proxy. A form for the appointment of a proxy, which allows separate voting instructions to be given for each matter to be considered by the meeting are included in the notice. The deadline for registration is set as close as possible to the date of the meeting, normally the day before.
Conduct of a General Meeting and agenda for AGM
The Board proposes the agenda for the AGM. The main agenda items are determined by the requirements of the Public Limited Liability Companies Act and Article 7 in the company’s Articles of Association.
At the AGM in April 2017, the Board will nominate an independent person who can vote on behalf of the shareholders as their authorized representative. Shareholders may cast their votes in writing, including by means of electronic communication, in a given period prior to the General Meeting. Appropriate arrangements are made for shareholders to vote separately on candidates nominated for election to the company’s corporate bodies.
Aker BP’s General Meetings are normally chaired by the Chair of the Corporate Assembly, or a person appointed by the Chair of the Corporate Assembly. If there is reason to perceive the Chair of the Corporate Assembly as being personally conflicted in respect of any matters then another person will be appointed to chair the meeting.
The Code states that it is appropriate that all members of the Board should attend General Meetings. Representatives from the Board, the nomination committee, the auditor and the executive management will attend the AGM. However, given the geographic distribution of the people, it is normal that some of these bodies may not be able to attend the AGM.
Minutes of General Meetings are published on the company’s website and through a stock exchange announcement.
Deviations from the code: The code recommends that all members of the Board are present at the General Meeting and that all members of the Nomination Committee should attend the AGM. Due to the nature of discussions at General Meetings, Aker BP has not deemed it necessary to require all Board members and nomination committee members to be present.
7. NOMINATION COMMITTEE
Article 8 in the company’s Articles of Association stipulates that the Nomination Committee shall consist of three members elected by the General Meeting. It also stipulates that the majority of the members shall be independent of the Board and the executive management and that the members shall be elected for a period of two years at a time. The committee’s remuneration is determined by the General Meeting.
At the AGM in April 2016, Finn Haugan and Hilde Myrberg were re-elected as members of the Nomination Committee for two years. Arild Støren Frick was elected as the Chair of the Nomination Committee in 2015. No members of the committee are members of executive management or the Board of Aker BP.
The Nomination Committee should be composed in such a way that it represents a wide range of shareholders’ interests. It should also be strived for both genders being represented in the committee. The Nomination Committee’s duties are also stated by Article 8 in the Articles of Association. The committee shall propose candidates for – and remuneration to – the Board of Directors and the Nomination Committee and justify its recommendation.
Shareholders have an opportunity to submit proposals to the committee. The electronic mailbox for submitting proposals to the committee, with deadlines for submitting proposals where such apply, is accessible through our website at http://www.akerbp.com/proposecandidate/.
Deviations from the code: None
8. CORPORATE ASSEMBLY AND BOARD OF DIRECTORS: COMPOSITION AND INDEPENDENCE
The Corporate Assembly consists of twelve members, with eight members elected by the General Meeting and four elected by and among the employees. The Corporate Assembly’s composition secures a broad representation from the company’s shareholders. It is the responsibility of the Corporate Assembly to elect directors and the Chairman of the Board. In addition, the Corporate Assembly shall supervise the Board of Director’s and CEO’s administration of the company.
The Board of Aker BP consisted of ten members as of 31 December 2016. The company’s Articles of Associations, Article 5, stipulates that the Board shall consist of between five and ten members and the members shall be elected for a period of up to two years.
Among the shareholder-elected board members, two (Kjell Inge Røkke and Øyvind Eriksen) are affiliated with the company’s largest shareholder Aker ASA. Deputy Chair Anne Marie Cannon is a member of the Board of Directors for Aker ASA. Among the shareholder-elected board members, two (Bernard Looney and Kate Thomson) are affiliated with the company’s second largest shareholder BP plc. All other Board members are considered independent of the company’s two main shareholders, as well as of the company’s material business contacts. All Board members are considered independent of the company’s executive personnel.
In 2016, the Board has conducted a total of 13 Board meetings. Participation was 95 percent.
The Board composition ensures alignment of interests with all shareholders and members of the Board are encouraged to own shares in the company. It is the Board’s view that the Board collectively meets the need for expertise, capacity and diversity. Board members possess strong experience from banking and finance, oil and gas sector in general, and reservoir engineering, exploration and field development in particular.
An overview of the expertise of the Board members is available on the website: http://www.akerbp.com/en/about-us/board-of-directors/.
Deviations from the code: None
9. THE WORK OF THE BOARD OF DIRECTORS
The Board has adopted a yearly plan for its activities. The Board has authority over and is responsible for supervising the company’s business operations and management. The Board handles matters of major importance, or of an extraordinary nature and may in addition require management to refer any matter to it. The Board’s objectives are to create value for the company’s shareholders in both the short and long term and to ensure that Aker BP fulfils its obligations at all times. An important task for the Board is to appoint the CEO and while the CEO is responsible for the day-to-day management of the company’s business activities, the Board acknowledges its responsibility for the overall management of the company. The Board is responsible for:
- Drawing up strategic plans and supervising these through regular reporting and reviewing,
- Identifying significant risks to Aker BP’s activities and establishing appropriate systems to monitor and manage such risks,
- C. Ensuring that shareholders have access to timely and correct information about financial circumstances and important business-related events in accordance with relevant legislation, and
- Ensuring the establishment and securing the integrity of the company’s internal control and management systems.
The Board recognizes the significant risks associated with the operations. Consequently, the Board has dedicated significant resources and time to understand and discuss not only general risks facing an E&P company, but also inherent risks connected to organization, culture and leadership. For a company like Aker BP, the Board views the risks in taking on an operated development project and meeting the required financing for its entire portfolio as well as taking on operated assets, to be among the most significant risks. Accordingly, this is where the mitigating efforts are concentrated.
The work of the Board is based on the rules of procedure describing the Board’s responsibility including division of roles between the Board and the CEO. There are specific instructions to guide the work of the CEO. The CEO, CFO and the company secretary attend all board meetings. Other members of the company’s executive management attend the board meetings per invitation and as necessary due to specific matters. If the Chair of the Board has been personally involved in matters of a material character, the Deputy Chair takes over the tasks of the chair directing the Board’s work in the specific matter.
Considering the size of the company and the scope of its activities, the Board finds it appropriate to keep all board members informed about all board matters, except for cases where Board members may have conflicting interests with the company. The Board did not carry out a formal evaluation of its own performance for 2016, as recommended by the Code, due to the fact that there was a new Board composition following the merger with BP Norge and the Board thought it to be beneficial to allow the new Board more time before such a formal evaluation.
Audit and Risk Committee
The Board has established an Audit and Risk Committee consisting of the following board members:
- Trond Brandsrud, Chair
- Anne Marie Cannon
- Kate Thomson
All members are independent of the company’s executive management. Anne Marie Cannon sits on the Board of Directors in Aker ASA, the largest shareholder in Aker BP and Kate Thomson is Group Treasurer with BP plc.
The Chair of the Audit and Risk Committee is considered to have experience and formal background qualifying as “financial expert” according to the requirement stated in the Public Limited Liability Company Act. Trond Brandsrud is Group Chief Financial Officer in Lindorff. Until 2015, he was the Chief Financial Officer of Aker ASA, he has been Chief Financial Officer in Seadrill, and he has held several leading financial positions in Shell for 20 years, both in Norway and globally. The Audit and Risk Committee holds regular meetings and reviews the quality of all interim and annual reports before they are reviewed by the Board of Directors and then published. In 2016, the committee held 9 meetings. The company’s auditor works closely with the Audit and Risk Committee on a regular basis. The committee also oversees the company’s financial risk management. The management and the Audit and Risk Committee evaluate the risk management on financial reporting and the effectiveness of established internal controls. Identified risks and effects of financial reporting are discussed on a quarterly basis. Oversight of HSE risk related to Aker BP operations is retained directly by the main board.
All meetings in conjunction with quarterly reporting and accounts have taken place together with the company’s auditor. It is the view of the committee that cooperation between the auditor and executive management is good. The Audit and Risk Committee has worked together with executive management and the auditor to improve the internal control environment according to the COSO (Committee of Sponsoring Organizations of the Treadway Commission) framework over the last years.
Compensation and Organizational Development Committee
Also, the Board has a Compensation and Organizational Development Committee consisting of the following three board members:
- Øyvind Eriksen, Chair
- Gro Kielland
- Terje Solheim
The Compensation and Organizational Development Committee is established to ensure that remuneration arrangements support the strategy of the business and enable the recruitment, succession planning and leadership development, and motivation and retention of senior executives while complying with the requirements of regulatory and governance bodies, satisfying the expectations of shareholders and remaining consistent with the expectations of the wider employee population.
In addition to the Audit and Risk Committee and Compensation and Organizational Development Committee, the Board may appoint various ad hoc sub-committees when required, with a limited timeframe and scope. The sub-committees authority is limited to prepare items and make recommendations to the Board.
Deviations from the code: None
10. RISK MANAGEMENT AND INTERNAL CONTROL
Appropriate internal control and risk management contributes to the transparency and quality reporting for the benefit of the company and the shareholders’ long-term interests and the operational challenges as an operator on the Norwegian Continental Shelf. The company works continuously and systematically with risk management, both at the overall company level as well as on the operational level. Aker BP’s operational activities are limited to Norway and are subject to Norwegian regulations. All activities taking place in a production licence are subject to supervision and audits from authorities, such as the Petroleum Safety Authority Norway (Norwegian PSA), the Norwegian Environment Agency, as well as from the licence partners.
To further ensure that Aker BP’s management system is in alignment with standards and best practice within the industry, Aker BP has identified specific areas for further improvements in 2017. These processes are stated in the company’s Healthe, Safety, Environment and Quality (HSEQ) plan and internal audits and verifications plan for 2017.
The Board considers risk in the context of growing a sustainable business while meeting governance, safety and accountability expected by all of its stakeholders. The top risks are presented and discussed in both the Board and the Audit and Risk Committee on at least a quarterly basis.
Aker BP’s management system provides a good basis for monitoring and managing the company’s activities. A new Safety and Environmental Assurance Committee was created in 2016 to provide a forum for regular executive level review of HSE performance and risk management.
During the integration process between BP Norge AS and Det norske oljeselskap ASA, Aker BP designed a new process-based Business Management System (BMS). The system consists of a cultural framework and a structural framework. The structural framework consists of twelve common governing models, the asset value chain and a set of technical support and business support process areas. Several areas have been or are currently being detailed out in work process flows, rather than written procedures, an activity that will continue during 2017 to cover all process areas.
The redesigned Risk Governance model is one of the common governing models, and based on IEC risk standard also referred to from the Norwegian PSA. The purpose of the process is to enable the company to maximise opportunities, minimise threats and optimise achievements of business objectives. We address and manage risk across silos throughout the asset value chain. One common way of working supported by a common infrastructure enables holistic risk management on all levels. Additionally, a new Safety and Environmental Assurance Committee was created to provide a forum for regular executive level review of HSE performance and risk management.
The risk matrix for threats and opportunities has been redesigned during the integration period and now forms an integrated overview of Aker BP’s activity set. The matrix has been approved as the company tool and framework of the executive management team (EMT) and the risk picture for the business units (BU’s), EMT and the Board of Directors have been defined. The forward process is now to align the risk picture for the assets and projects with this redesigned process. The rollout of the new risk tool and –process will be one of the key activities for the 2017 plan.
The company’s risk response includes monitoring of developing risks through constant analysis and engagement with operational management. It also includes, when appropriate, consultation with external advisors in order to mitigate risk to as great an extent as possible.
Internal control for financial reporting
Aker BP has established a framework for Internal Control for Financial Reporting based on COSO (Committee of Sponsoring Organizations of the Treadway Commission) and is operationalized as follows:
- Internal Control Environment
- Objective setting
- Event Identification and Risk Assessment
- Risk Response and Control Activities
- Information and communication
The established framework is an integrated part of the company’s management system. The company’s internal control environment is characterized by clearly defined responsibilities and roles between the Board of Directors, Audit and Risk committee and management. The implemented procedure for financial reporting is integrated with the company’s management system, including ethical guidelines that describe how the representatives of the company must act.
The company has established processes, procedures and controls for financial reporting, which are appropriate for an exploration and production company. The company’s documented procedures enable:
- Effective and appropriate identification of risks
- Measurement of compliance against procedures
- Sufficient segregation of duties
- Provision of relevant, timely and reliable financial reporting that provides a fair view of Aker BP’s business
- Prevention of manipulation/fraud of reported figures
- Compliance with all relevant requirements of IFRS
A risk assessment related to financial reporting is performed and documented by the management. Risk assessments are monitored by the Audit and Risk Committee on a quarterly basis as part of the quarterly reporting process. The Board of Directors approves the overall risk assessment related to financial reporting on an annual basis. In 2016, the following main risk areas were identified related to financial reporting:
- Business combination with BP Norge AS – Complexity in purchase price allocation following the acquisition
- Impairment of goodwill, tangible and intangible assets – There is a risk that fair value declines are not identified and recorded in an appropriate manner
- Tax – Complexity in tax regulations and calculation entail risk of error in financial reporting
- Fixed assets – Large investments and risk related to cost overruns, fraud and measuring progress.
- Transformation to become an even larger exploration and production company – There is a risk that the company does not have adequate procedures and systems for financial and reserves reporting
- Asset retirement obligation – There is a risk of errors in the estimates and calculations during the ARO process
The company seeks to communicate transparently on its activities and its financial reporting which is made after significant interaction with management responsible for exploration, development and production activities in the business.
Key events that may affect the financial reporting are identified and monitored continuously. An “Issue list” is established to address possible accounting and tax effects of events and activities. Both the auditor and the Audit and Risk committee review the “Issue list” at least on a quarterly basis.
The Finance Department monitors the compliance with established procedures and reports any material deviations to the Audit and Risk Committee. It also identifies actions to improve procedures and conducts a self-assessment of its performance against objectives, which are then presented and discussed with the Audit and Risk committee. 2016 has been a transitional year due to the merge with BP Norge AS. One of the goals for 2017 is to develop a new accounting system and fully integrate the previous BP Norge AS in this system and maintain the best of internal control environment from both companies. The current plan is to go-live with the new accounting system Q1 2018.
In 2017, Aker BP will continue to focus on improvements of internal controls. The internal control environment will be evaluated and strengthen as part of implementation of a new Business Management system and through developing a new SAP solution for Aker BP.
Deviations from the code: None
11. REMUNERATION OF THE BOARD OF DIRECTORS
The remuneration of the board members is not performance-based, but based on a fixed annual fee. None of the shareholder-elected board members have pension schemes or termination payment agreements with the company. Information about all remuneration paid to individual board members is provided in Note 9 to the annual accounts.
The Corporate Assembly decides the remuneration of the Board and the sub-committees. The Nomination Committee proposes the remuneration of the Board to the Corporate Assembly and ensures that it reflects the responsibility of its members and the time spent on board work. The Board must approve any board member’s consultancy work for the company and remuneration for such work. No such work was carried out during 2016.
Deviations from the code: None
12. EXECUTIVE REMUNERATION
The Board makes guidelines for executive remuneration, including the CEO’s remuneration and other terms and conditions of employment. Note 9 to the annual accounts contain details about the remuneration of the Board and EMT, including payroll, bonus payments and pension expenses.
The bonus for all employees except EMT is capped at two months’ salary. Total bonus level is determined by a combination of company-wide key performance indicators (KPIs), KPIs specific to each employee’s BU and employee’s performance.
Members of EMT have individual KPIs to determine a maximum bonus potential varying from 40 per cent to 100 per cent of their base salary. In addition, certain members of the EMT participate in a three-year incentive program started in 2015 linked to the relative performance of the Aker BP share price versus a benchmark index consisting of the average of the Oslo Stock Exchange Energy Index and the Stoxx 600 Europe Oil & Gas index. Total payment in 2018 is capped at 60 per cent of the executive manager’s annual base salary.
The pension scheme continued to be a defined contribution plan capped at twelve times the National Insurance scheme basic amount (12G) for all employees including the executive management.
Deviations from the code: None
13. INFORMATION AND COMMUNICATION
Aker BP maintains a proactive dialogue with analysts, investors and other stakeholders of the company. The company strives to continuously publish relevant information to the market in a timely, effective and non-discriminatory manner, and has a clear goal to attract both Norwegian and foreign investors and to promote higher stock liquidity.
All stock exchange announcements are made available on the Oslo Børs website, www.newsweb.no, as well as the company’s website (www.akerbp.com) at the same time. The announcements are also distributed to news agencies and other online services.
Aker BP publishes its preliminary annual accounts by the end of February, as part of its fourth quarter report. The complete annual report, including approved and audited accounts and the Board of Directors’ Report, is available no later than three weeks before the AGM. Information sent to shareholders is published on the web site simultaneously.
The company’s financial calendar for the coming year is published as a stock exchange announcement and made available on the company’s website no later than 31 December each year, in accordance with the continuing obligations for companies listed at the Oslo Børs.
Aker BP holds open presentations in connection with the publication of the company’s quarterly results in addition to an annual capital markets day. The presentations are webcasted for the benefit of investors who are prevented from attending or do not wish to attend the presentations. At the presentations, the executive management review and comment on the published results, market conditions and the company’s future activities.
The company’s management gives high priority to communication with the investor market. Individual meetings are organized for a wide range of existing and potential new investors and analysts. The company also attends relevant industry and investor conferences.
Aker BP will reduce its contacts with analysts, investors and journalists in the final two weeks before publication of its results. During this period, the company will limit meetings with investors and analysts, and will give no comments to the media or other parties about the company’s results and future outlook. This is to ensure that all interested parties in the market are treated equally.
Deviations from the code: None
The Board has established a separate set of guidelines for how it will act in the event of a takeover bid, as recommended by the Code. The overriding principle for review of a takeover bid is equal treatment of the shareholders. The principles are based on the Board of Directors and management having an independent responsibility for fair and equal treatment of the shareholders in a takeover process, and that the day-to-day operations of the company are not unnecessarily disturbed. It is management’s responsibility to ensure that the Board of Directors is made aware of any potential takeover bid, while the Board of Directors is responsible for ensuring that shareholders are kept informed and are given reasonable time to consider the offer.
Unless the Board of Directors has particular reason, it will not take steps to prevent or obstruct a takeover bid for the company’s shares, nor hinder the progress of the bid without approval from the shareholders.
If an offer is made for Aker BP’s shares, the Board of Directors should make a statement to the shareholders that contains an assessment of the bid, the Board of Directors’ recommendations and the reason for the recommendation. If the Board of Directors is unable to make a recommendation to the shareholders, the Board of Directors shall explain its reasoning for this.
Transactions that have the effect of a sale of the company or a major part of it must be decided on by the shareholders at shareholders’ meeting.
Deviations from the code: None
The AGM elects the auditor and approves the auditor’s fee. The Board of Directors will meet with the auditor regularly without representatives of the company management being present, to review internal control procedures and discuss any weaknesses and proposals for improvement. The auditor participates in board meetings to discuss the annual accounts.
The auditor participates in all meetings with the Audit and Risk Committee and meets the Audit and Risk Committee without the company’s management being present. The auditor submits the main features of the plan for the annual audit of the company to the Audit and Risk Committee annually. The auditor’s independence in relation to the company is evaluated annually. A complete auditor evaluation was done by the audit committee for 2016. The auditor may carry out certain audit related or non-audit services for the company, providing these are not in conflict with its duties as auditor. The company has established an audit and non-audit service policy.
In the annual financial statements, the auditor’s remuneration is split between the audit fee and fees for other services. In the presentation to the AGM, the chair presents the breakdown between the audit fee and fees for other services.
Deviations from the code: None