The board of directors handles matters of major importance or of an extraordinary nature. However, it may require management to refer any matter to it. The board of directors appoints the president and chief executive officer (CEO), and stipulates the job instructions, powers of attorney and terms and conditions of employment for the president and CEO.

The work of the board is based on rules of procedure that describe the board's responsibility, duties and administrative procedures. The rules of procedure also describe the duties of the CEO and his/her duties vis-à-vis the board of directors. The board's rules of procedures are accessible on our website at www.statoil.com/board. Besides the board of directors, members of the executive committee and other members of senior management attend board meetings by invitation.

Recurrent items on the board's yearly agenda are: corporate strategy issues, approval of business plans, approval of quarterly and annual results, management's monthly performance reporting, handling of the annual report, management compensation issues, CEO and top management leadership asssessment and succession planning, HSE (health, safety and environment) review, project status review, people and organisation strategy and priorities, enterprise risk evaluation and an annual review of the board's governing documentation. In addition, the board carries out an annual board evaluation, with input from various sources and with external facilitation.

The board of directors held 11 meetings in 2009 and meeting attendance was 94%.

Statoil's board of directors has two sub-committees:

The board's audit committee

The role of the audit committee is to assist in the exercise of the board's management and control responsibilities and to ensure that the group has an independent and effective external and internal auditing system. The duties of the audit committee include maintaining continuous contact with Statoil's elected auditor concerning the auditing of the company's accounts. The committee also supervises the implementation of and compliance with the group's ethical guidelines.The audit committee assesses and makes a recommendation concerning the choice of external auditor, and it is responsible for ensuring that the external auditor meets the requirements set by the authorities in Norway and in other countries in which Statoil is listed on the stock exchange.

The board's audit committee held 6 meetings in 2009 and meeting attendance was 95%.

The instructions for the board's audit committee are available on our website at www.statoil.com/auditcommittee.

The board's compensation committee

The role of the compensation committee is to assist the board in its work on terms and conditions of employment for the chief executive, and on the philosophy, principles and strategy for the compensation of leading executives in Statoil.  

The board's compensation committee held 8 meetings in 2009 and meeting attendance was 81%.

The instructions for the board's compensation committee are available on our website at www.statoil.com/compensationcommittee.