In Statoil, we believe that effective corporate governance is the foundation of a well-run business. Through our governance, we set clear responsibilities for our leaders, employees and partners. We do so because we believe that this is ultimately the best way of creating long-term competitive returns for our shareholders and ensuring that our business is sustainable—in every sense of the word.

We seek to run our company to
the highest possible standards of transparency,
accountability and ethical conduct.
We believe that effective corporate governance
is the foundation of a well-run business.

ELDAR SÆTRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER

What is corporate governance?

Effective corporate governance allows a corporation to work smoothly by ensuring that everyone has a clear understanding of the distribution of roles, responsibilities, rights and accountability.

 

Our Board of Directors actively adheres to good corporate governance standards, and will at all times ensure that Statoil  complies with the Norwegian Code of Practice for corporate governance (the “Code”) or explains any deviations from the Code. The topic of corporate governance is subject to regular assessment and discussion by the board.

The Board’s report on Corporate Governance for 2016 is included in Statoil’s annual report chapter 3.

Our objectives and principles

Our objective is to ensure long-term value creation for our shareholders through exploring for and producing, transporting, processing and marketing petroleum and petroleum-derived products.

We believe that the best way to achieve this goal is through value-based performance culture, stringent ethical requirements and a code of conduct that promotes personal integrity and respect for the environment. Our corporate governance is therefore based on our corporate values and ethical guidelines.

We believe that good corporate governance is more than just a technical exercise—it is instead a fundamental element in the practical work of the company’s governing bodies, and it defines the criteria on which the trust of the company’s shareholders is based.

In addition, the work of the Board of Directors is based on the existence of a clearly-defined division of roles and responsibilities between the shareholders, the Board of Directors and the management in Statoil. 

THE FOLLOWING PRINCIPLES UNDERPIN OUR APPROACH TO CORPORATE GOVERNANCE:

  • All shareholders will be treated equally
  • Statoil will ensure that all shareholders have access to up-to-date, reliable and  relevant information about the company’s activities
  • Statoil will have a board of directors that is independent of the group’s management. In accordance with our ethical guidelines, the Board focuses on there not being any conflicts of interest between owners, the Board of Directors and the company’s management.
  • The Board of Directors will base its practical work on the principles for good corporate governance applicable at all times.

Our organisation chart:
eight business areas, staffs and
support functions

The Statoil Book describes our most important policies and requirements
 

Our governing bodies include the General Meeting, the Corporate
Assembly and Board of Directors.

Shareholders

After our partial privatization in 2001, Statoil was listed on the Oslo and New York stock exchanges, ensuring broad international ownership. Statoil has one class of shares, with all shares carrying equal right to vote at general meetings.

Decisions which shareholders are entitled to make pursuant to Norwegian law
or our articles of association, may be made by a simple majority of the votes cast.
In the case of elections, the persons who obtain the most votes cast are deemed elected.

However, certain decisions, including resolutions to waive preferential rights
in connection with any share issue, to approve a merger or demerger, to
amend our articles of association or to authorize an increase or reduction in our
share capital, must receive 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 a shareholders' meeting.

THE NORWEGIAN STATE AS SHAREHOLDER

Statoil was partially privatised with listings on the Oslo and New York stock exchanges on 18 June 2001, and the company was converted from a private limited company to a public limited company.

Articles of Association

Our Articles of Association define the responsibilities of the directors, the nature of business to be undertaken, and the means by which our shareholders exert control over the board of directors.

Compliance with NYSE listing rules

As a foreign private issuer with the US Securities and Exchange Commission, Statoil is subject to the NYSE's listing rules, but exempt from most of the NYSE corporate governance standards that domestic US companies must follow. Statoil is nevertheless required to disclose any significant ways in which its corporate governance practices differ from those applicable to domestic US companies under the NYSE rules. Click below for more information.