Hydro's governance model is shown in the figure below.
Company shareholders exercise ultimate authority through the general meeting. Shareholders registered in VPS Investortjenester, can vote in person or by proxy.
Invitations are sent to shareholders or to the shareholder's security deposit bank.
The general meeting of shareholders:
- Elects the shareholders' representatives to the board of directors, and decide on their remuneration.
- Elects the external auditor and determines the auditor's remuneration
- Approves the report according to Norwegian requirements and financial statements, including the dividend proposed by the board of directors.
- Elects the nomination committee and determines their remuneration
- Deals with any other matters listed in the notice convening the meeting
Shareholders may, at least 28 days before an ordinary general meeting, request that proposals for resolutions are submitted to the general meeting, or that items are added to the agenda.
The Annual General Meeting of Norsk Hydro ASA resolved to discontinue the Corporate Assembly on 10 May, 2022.
In accordance with Norwegian law, the Board of Directors assumes the overall governance of the company, ensures that appropriate management and control systems are in place and supervises the day-to-day management as carried out by the President and CEO.
All shareholder-elected members are external. No members elected by employees are part of the company's executive management. Employee directors have no other service contractual agreements with the company outside of their employee contracts.
Related document : Rules of procedures
According to Norwegian corporate law, the President & CEO constitutes a formal governing body that is responsible for the daily management of the company.
The division of functions and responsibilities between the President & CEO and the Board of Directors is defined in greater detail in the rules of procedures established by the Board.
The Corporate Management Board (CMB), including the President & CEO, has a shared responsibility for promoting Hydro's objectives and securing the company's property, organization and reputation. Members of the Corporate Management Board are also Executive Vice Presidents (EVPs) with responsibility for the respective business areas, Projects, Finance, and Central Staffs.
The nomination committee shall consist of a minimum of three and a maximum of four members who are shareholders or representatives of shareholders.
The members of the committee, including its chairperson, are elected by the general meeting of shareholders. The members of the committee are elected for up to two years at a time.
The nomination committee nominates candidates to the Board of Directors and proposes the remuneration to the Board, and its sub-committees.
Berit Ledel Henriksen (Chair):
Henriksen held a number of management positions in the DNB group between 1985 and 2017, the most recent of which being Executive Vice President with global responsibility for the Energy Division (2011-2017). She graduated with a Bachelor of Science from Dalhousie University and an MBA from University of Western Ontario, Canada. Henriksen has also held a number of board positions, and has been a member of Hydro's Corporate Assembly since May 2014 until its dissolution May 2022. Henriksen, has been a member of the Nomination Committee since May 2015 (chair from May 2022). Henriksen is currently a board member for Ferd Holding AS, Eneti Inc., and Infranordic AS, and is a member of the Nomination Committee for Equinor ASA.
Susanne Munch Thore (Member):
Munch Thore is a partner in the law firm Arntzen de Besche (from 2020). Munch Thore graduated with a Candidate of Law from the University of Oslo (1987) and also holds an L.L.M. Iin international law from Georgetown University (1989). Munch Thore has also held a number of board positions, and was the Deputy chair of Hydro's Corporate Assembly between 2014 and 2022. She is currently a member of the board of directors for Odfjell Technology Ltd., Sandwater AS and Food Folk Group Holdings AS. She has previously been a member of the Nomination Committee of Norsk Hydro ASA, in the period 2014-2020.
Muriel Bjørseth Hansen (Member):
Bjørseth Hansen is Sustainability Director (since 2018) in the Ownership Department of the Ministry of Trade, Industry and Fisheries. Previously, she was a senior advisor (2007–2018) in the same department, mainly as an asset manager on various company teams, including companies in process industry, finance, and transport. She holds a degree in business economics from the Norwegian School of Economics (1992) and a Master’s degree in economics from the University of Oslo (1998).
Karl Mathisen (Member):
Mathisen is Chief Investment Officer Equities at Folketrygdfondet and former portfolio manager at the same institution, where he worked particularly with the industry and IT sectors. Previously, he was a senior advisor in the Ministry of Trade, Industry and Fisheries and a Portfolio Manager at Norges Bank Investment Management in London, New York, and Oslo. He graduated from BI Norwegian Business School in 2004, specialising in finance and accounting.
Consists of four of the board of directors' nine members. The audit committee meets Norwegian requirements regarding independence and competence.
The audit committee assists the board of directors relating to the integrity of the company's financial statements and financial reporting processes and internal controls; the company's risk assessment and risk management policies related to financial reporting; the qualifications, independence and performance of the external auditor; and the performance of the internal audit function related to internal controls over financial reporting.
To ensure the independence of the internal audit function, the head of Internal Audit reports functionally to the board through the audit committee.
The audit committee maintains a pre-approval policy governing the engagement of the company's primary and other external auditors to ensure auditor independence.
Consists of three of the Board of Directors' nine members.
The committee reviews the performance and puts forward proposals regarding the compensation of the President & CEO to the Board of Directors. The committee assists in evaluating the compensation of the Corporate Management Board and in determining performance-promoting schemes for management.
Related documents: The mandate of the compensation committee (pdf)