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CORPORATE GOVERNANCE |
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| Corporate governance is a collective term for VPS’s management and control systems, which safeguard the interests of its shareholders, customers, employees and other external parties in VPS. The systems cover the statutory bodies whose task it is to look after the owners’ interests and internal bodies which are set up to ensure that internal supervision is in keeping with the expectations of the interested parties. These are in turn supported by a governance structure that ensures the best possible teamwork between the bodies and an efficient implementation of the management and control processes. Operations The object of the VPS Group is to engage in the registration of securities and other activities that are naturally related to this. The company’s aim is to provide modern, competitive registration and clearing and settlement services for investors in Norwegian securities and for Norwegian investors who invest in foreign securities. Dividends VPS’s objective is to manage the company in a way that ensures that the shareholders obtain a return on their investment in the form of a dividend and an increase in the value of their shares. It is VPS’s policy to distribute at least half of the company’s profit as dividends. Impartiality The company has drawn up instructions in order to ensure that employees and elected representatives report as quickly as possible any circumstances that are likely to influence the impartiality of any individual. Independence Pursuant to the Act relating to the registration of financial instruments, no one party may own more than ten per cent of the shares in VPS Holding ASA without dispensation from the Ministry of Finance. DnBNOR ASA has been granted dispensation to own 16.59 per cent of the shares, but may not vote for more than ten per cent of the votes in the company or for more than twenty per cent of the shares that are represented at the General Meeting. VPS ASA therefore has no dominant shareholder. Internal control VPS is subject to the Regulations relating to clarification of control responsibility, documentation and confirmation of internal control routines, and has organized its internal control routines accordingly. Financial information The shareholders and other interested parties receive financial information each quarter in the form of quarterly reports and information meetings that are held for investors and analysts and the media. VPS’s information policy requires that all shareholders are treated equally. Information is therefore accessible to everyone who is interested in the OTC system (Association of Norwegian Companies’ information system), on our home page at www.vps.no. Governance structure VPS’s governance structure is based on established and communicated objectives, strategies and core values that have been approved by the Board of Directors. This structure underpins VPS’s factors of progress – reliability, innovation and enjoyment of work, and profitability. The governing bodies for VPS are the General Meeting. Board of Directors, Supervisory Commitee and internal and external auditors, and the President and CEO and his management team. Responsibilities and roles The roles and responsibilities of the various bodies are defined in legislation, regulations and the articles of association for VPS Holding ASA and VPS ASA. For its employees, VPS has written ethical guidelines and principles governing their duty of confidentiality. VPS also has rules which regulate purchases and sales of securities by its employees and elected representatives. Governance tools Important tools used by the Board of Directors and CEO to manage operations include strategic planning, budgets and periodical, financial and operational reporting. Follow-up and supervision are achieved through, among other things, monthly financial reporting on the development and status of the company. Balanced management by objectives is used as a management tool. Control processes VPS is ISO-certified by Det Norske Veritas. It has an internal control process which safeguards the company’s assets and ensures efficient, acceptable and legal operations in keeping with its planned objectives. Risk analyses are carried out as part of the internal control process. Status and risk in the control processes are reported to the CEO and the Board of Directors. STATUTORY GOVERNING BODIES Annual General Meeting The shareholders exercise the highest authority in the company through the Annual General Meeting, which all shareholders have the right attend. The Annual General Meeting deals with matters laid down in Norwegian law, which include amendments to the articles of association and adopting of the annual accounts and annual report, and dividends. The Annual General Meeting elects the chairman of the Board, members of the Supervisory Committee and the external auditors. The Annual General Meeting’s election committee recommends candidates and prepares for the elections. Annual General Meetings are held no later than the end of June each year. Notice is sent out no less than two weeks prior to the General Meeting. As a general rule, all decisions except those concerning amendments to the articles of association are reached by simple majority. Unless some other form of voting is agreed upon by everyone present, votes are given in writing at the Annual General Meeting. Shareholders may vote by proxy. The Supervisory Committee The Supervisory Committee has three members and one alternate. members are elected by the Annual General Meeting. The Supervisory Committee follows the instructions adopted by the General Meeting and approved by the Banking, Insurance and Securities Commission. It is the responsibility of the Supervisory Committee to see that VPS is managed in an appropriate and reliable manner in accordance with laws, regulations, articles of association and guidelines. The Supervisory Committee submits a report each year to the Annual General Meeting. (This report can be seen on page 29.) The Board of Directors Board of Directors of VPS Holding ASA consists of nine members, two of whom are elected by the employees. The Board of Directors of VPS Holding ASA is also elected as the Board of Directors of VPS ASA. The Board of Directors is elected for two years at a time. The Chairman of the Board is elected separately for one year at a time. The Board of Directors has the overall responsibility for the management and organization of the company’s operations and issues instructions and supervises the day-to-day management and the company’s other activities. The Board of Directors appoints and dismisses the CEO. Ten board meetings were held in 2004. Instructions have been drawn up for the Board of Directors and annual plans are prepared for its work. The Board of Directors carries out annual reviews of and reports on VPS’s compliance with the recommended guidelines for corporate governance. External auditors The task of the external auditors is to consider whether the annual accounts have been prepared and adopted in accordance with legislation and regulations and whether the management has arranged for the registration and documentation of accounting information in compliance with legislation and regulations. The external auditors shall consider whether the information given in the annual report about the accounts, the basis for continued operations and proposals for employment of profits or covering of losses complies with legislation and regulations and whether the information is consistent with the annual accounts. The external auditors submit their own report to the Annual General Meeting. CORPORATE MANAGEMENT The President and CEO The President and CEO is responsible for the day-to-day management of the company and reports each month to the Board of Directors on the company’s operations, standing and profit performance. The President and CEO attend Board meetings and have the right to express an opinion. In consultation with the Chairman of the Board, the President and CEO prepares the matters to be dealt with by the Board of Directors. Internal audit group It is the task of the company’s internal audit group to check whether the President and CEO has established and implemented an adequate and efficient internal control process and to report the results of its evaluations to the President and CEO and to the Board of Directors. It is also the responsibility of the internal audit group to evaluate the internal control process, including control systems and reporting, and to help to prevent and uncover any irregularities. The leader of the internal audit group is appointed by the Board of Directors and complies with its instructions. The Banking, Insurance and Securities Commission has issued regulations stipulating what is required of the internal audit group. TOP |
2000 The IT bubble bursts. The stock market enters one of the most dismal periods since the second world war. The American Nasdeq index plunges 80 per cent before levelling off towards the end of 2003. Major structural changes take place in the international securities market and Norex is introduced as a joint Nordic market place. The interest rate is pushed down to the lowest levels for many decades both in Norway and abroad. |
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