Hydro's governance model is shown in the figure below.
Company shareholders exercise ultimate authority through the general meeting. Shareholders registered in VPS, the Norwegian Central Securities Depository, 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 corporate assembly
- 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 and recommended by the corporate assembly
- Elects the nomination committee and determines their remuneration
- Deals with any other matters listed in the notice convening the meeting
- Determines the remuneration of the corporate assembly
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.
Eighteen members. Twelve are elected by the General Meeting of Shareholders, six are elected by and among the group's employees in Norway.
In accordance with Norwegian law, the Corporate Assembly:
- Elects the Board of Directors and determines their remuneration
- Nominates the external auditor to be elected by the General Meeting of Shareholders
- Based on recommendations from the Board of Directors, makes decisions in matters relating to investments that are substantial in relation to Hydro's resources, and when closures and reorganizations will lead to significant changes for the workforce
- Provides recommendations to the General Meeting of Shareholders with respect to approval of the Board of Director's proposal regarding the financial statements and dividend
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, though they are subject to their duties as Board members.
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 chairperson and at least one other member shall be elected among the shareholder-elected members of the corporate assembly. The members of the committee are elected for two years at a time.
The nomination committee nominates candidates to the Board of Directors and the Corporate Assembly and proposes remuneration to the Board, its sub-committees and to the Corporate Assembly.
Terje Venold, chair (1950)has a Master of Science in business from the Norwegian School of Management (BI). He was employed in Veidekke ASA since from 1981 to 2013, from 1989 as President and CEO. Venold also has experience from Norsk Data and the Blystad Group.
Venold is a board member and leader of the audit committee in Sporveien AS and a member of the Corporate Assembly in Equinor ASA. He was previously board chair of BI and AksjeNorge, board member of Ahlsell AB, Dyno Industrier ASA and Stormbull AS, as well as leader of the supervisory board and nomination committee in Storebrand ASA and leader of the nomination committee in Borregaard ASA.
Morten Strømgren (1973) has been department director in the Ownership Department in the Ministry of Trade, Industry and Fisheries, since 2007. He has previously worked in the consulting company Arkwright and in the Ministry of Government Administration and Reform. He also has nomination committee experience from Kongsberg Gruppen ASA and Cermaq ASA. Strømgren has a master's degree in Industrial Economics from NTNU (1998) and also has an Executive MBA in Finance from NHH (2011).
Nils Bastiansen (born 1960) is Chief Investment Officer Equities at Folketrygdfondet where he has worked since 1995. He previously worked as a stockbroker in Unibank Securities in Copenhagen and DnB Fonds in Oslo. Nils Bastiansen holds a master's degree in business and marketing from Handelsakademiet in Oslo and a master's degree in international management from the American Graduate School of International Management, Arizona, USA. He is also an authorized financial analyst with a master's degree in business administration in finance from the Norwegian School of Economics and Business Administration.
Berit Ledel Henriksen (1953) holds a Bachelor of Science in Biology and Mathematics from Dalhousie University, Halifax, Canada and an MBA from the University of Western Ontario, Canada. She has work experience from energy, shipping and banking. Henriksen held various international management positions in DNB Bank between 1985 and 2017, including Head of DNB America and Executive Vice President of Energy Division.
Henriksen has been a member of Hydro’s Corporate Assembly since 2014 and on its Nomination Committee since 2015. Henriksen is currently serving on several boards, including Ferd Holding AS, Eneti Inc., Infranordic AS, Hemsingfestivalen AS, and Dextra Musica AS, and is on the Nomination Committees of Equinor ASA and Sbanken ASA.
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)