The main framework for convening and holding a general meeting in Statoil is as follows:
Notice of a general meeting and documents relating to the meeting are published on Statoil's website and notice is sent to all shareholders with a known address at least 21 days prior to the meeting. All shareholders who are registered in the Norwegian Central Securities Depository (VPS) receive an invitation to general meetings. Other documents relating to Statoil's general meetings will be made available on Statoil's website. A shareholder can nevertheless request that documents relating to matters to be considered by the general meeting be sent to him/her.
Shareholders are entitled to have a proposal considered at the general meeting if the proposal has been submitted in writing to the board of directors in sufficient time to enable it to be included in the notice of meeting.
The deadline for registration for a general meeting is the day before the meeting is due to take place. Shareholders who are prevented from attending may vote by proxy.
As described in the notice of the general meeting, shareholders may vote in writing, including through electronic communication, for a period before the general meeting. Advance voting prior to general meetings is available from the annual general meeting in 2012 and onwards. Shareholders can vote separately on each candidate nominated for election to the corporate assembly and the nomination committee.
If shares are registered by a nominee in the VPS register, cf. section 4-10 of the Norwegian Public Limited Companies Act, and the beneficial shareholder wants to vote for their shares, the beneficial shareholder must re-register the shares in a separate VPS account in their own name prior to the general meeting. If the holder can prove that such steps have been taken and that the holder has a de facto shareholder interest in the company, the holder may, in the company's opinion, vote for the shares. Decisions regarding voting rights for shareholders and proxy holders are made by the person opening the meeting, whose decisions may be reversed by the general meeting by simple majority vote.
A general meeting is normally opened and chaired by the chair of the corporate assembly. If there is a dispute concerning individual matters and the chair of the corporate assembly is closely related to one of the disputing parties, or is for some other reason not perceived as being impartial, another person will be appointed to chair the general meeting in order to ensure impartiality in relation to the matters to be considered. General meetings are conducted in Norwegian and translated simultaneously into English. Because Statoil has a large number of shareholders with a wide geographical distribution, the company offers its shareholders an opportunity to follow general meetings by webcast, with simultaneous translation into English.
All shares carry an equal right to vote at general meetings. Resolutions at general meetings are normally passed by simple majority. However, Norwegian company law requires a qualified majority for certain resolutions, including resolutions to waive preferential rights in connection with any share issue, approval of a merger or demerger, and amendment of the articles of association or authorisation to increase or reduce the share capital. These matters require the approval of at least two-thirds of the aggregate number of votes cast as well as two-thirds of the share capital represented at the general meeting.
Minutes of a general meeting are made available on Statoil's website at www.statoil.comwww.statoil.com immediately after the meeting.
Pursuant to the company's articles of association, the annual general meeting (AGM) must be held by the end of June each year.
The following matters are decided at the AGM:
- Election of the shareholders' representatives to the corporate assembly and stipulation of the corporate assembly's fees;
- Election of the nomination committee and stipulation of the nomination committee's fees;
- Election of the external auditor and stipulation of the auditor's fee;
- Approval of the board of directors' report, the financial statements and any dividend, as proposed by the board of directors and recommended by the corporate assembly; and
- Any other matters listed in the notice convening the AGM.
Deviation from the Norwegian Code of Practice for Corporate Governance:
The Code recommends that the board of directors, the nomination committee and the company's auditor are present at the general meetings. Due to the nature of the discussions at general meetings, Statoil has not deemed it necessary to require the presence of all members of the board of directors and the nomination committee. The chair of the board, the CEO and the chair of the nomination committee are, however, always present at general meetings, as well as our external auditor and other members of management.