The Board of Directors of Norske tog AS is responsible for corporate govenance and reports here on the company´s compliance with the Norwegian Code of Practice for Corporate Governance issued by the Norwegian Corporate Govarnance Board (NUES).

Area Comply Explain
Reporting on corporate governance The company is wholly owned by the Norwegian state, represented by the Ministry of Transport and Communications, and conducts its operations in line with the company’s articles of association. The company’s Board of Directors ensures good corporate governance by adopting frameworks for risk management and internal control and by considering the company’s strategy.
Business The company’s purpose is to procure, own and manage rolling stock to lease to passenger train operating companies in Norway, as well as related activities. The Board of Directors evaluates the company’s goals, strategies and risk profile on an annual basis.The company has adopted a set of values and guidelines for ethics and corporate social responsibility.
Equity and dividends At 31 December 2018, Norske tog had equity of NOK 2,835 million. The company targets an equity ratio over 20%, which is considered to be adequately capitalised through the strategy period. The earnings model and plans for significant investments in new rolling stock mean that the Board will not propose dividend payments in the coming strategy period.
Equal treatment of shareholders and transactions with related parties The company has only one share class. All the shares are owned by the Norwegian state and administered by the Ministry of Transport and Communications. Guidelines for handling transactions that are not immaterial between the company and board members/senior employees are incorporated in the ethical guidelines and instructions for the Board of Directors and CEO.
Free negotiability All the shares are owned by the Ministry of Transport and Communications. The NUES requirements in this area are not considered to be relevant.
General meetings The Norwegian state represented by the Ministry of Transport and Communications constitutes the general meeting. The annual general meeting is held by the end of June. As a minimum, the chairperson of the Board of Directors, CEO and auditor shall participate in the meeting. The notice convening the annual general meeting is sent to the shareholder no later than 21 days in advance. The registration deadline is set close to the date of the meeting. The annual general meeting is opened by the chairperson of the Board of Directors, after which the meeting elects the meeting chairperson.
Nomination committee The general meeting comprises the Ministry of Transport and Communications, and no nomination committee has been appointed. Election of board members follows the Ministry’s processes for composition of boards of directors in wholly owned companies. The chairperson of the Board of Directors is elected by the annual general meeting. An employee-elected board member is elected by and from among the employees. The NUES requirements in this area are not considered to be relevant.
Corporate assembly and the board of directors: composition and independence Norske tog AS does not have a corporate assembly. In 2018, the Board of Directors comprised three shareholder-elected members: two women and one man. The employee-elected board member is not part of the management group. The Board of Directors represents broad experience from different parts of business and industry and has good knowledge of the company’s operations. The recommendation that board members should be encouraged to own shares in the company is not relevant.
The work of the board of directors The Board of Directors meets a minimum of six times a year, including one annual strategy meeting. Meetings are otherwise convened as required. The number of meetings in 2018 was 11. The Board of Directors draws up an annual plan for its meetings. The Board of Directors evaluates its work and competence on an annual basis. The Board of Directors has drawn up separate instructions for the CEO. In 2018, the Board of Directors established an audit committee for the company.
Risk management and internal control Each year, the Board of Directors issues guidance and sets requirements for assessing risk and capital requirements in accordance with the company’s guidelines. Risk management is treated as an integral part of the company’s business plan. To ensure integrated management of the company, a dedicated management system has been drawn up comprising processes and routines to manage and control the business. Principles and guidelines, routines and authorisation matrices have been prepared in order to manage and control the company’s financial position, accounts and financing.
Remuneration of the Board of Directors The Board of Directors’ remuneration is set at the general meeting. Remuneration is not dependent on results. No board members or companies of which they are related parties have undertaken special tasks for the company.
Remuneration of the executive management A detailed overview of remuneration of senior employees in the company will be found in Note 22. Pursuant to the articles of association, the Board of Directors has drawn up a declaration on executive pay. The CEO is authorised to set the salary and other remuneration for the company’s senior management within the framework of the government’s “Guidelines for salaries and other remuneration of senior executives in companies with state ownership”, and the principles for executive pay set by the Board of Directors. The Board of Directors’ declaration on executive pay is considered as a separate agenda item at the annual general meeting.
Information and communications The company is wholly owned by the Norwegian state. Legislation on securities and other regulations relating to equal treatment of players in the securities market are not relevant. There is no financial calendar. However, the company publishes interim and full-year reports on its website. The requirements are only partially relevant for the company, but are followed with regard to publication of reports.
Take-overs The company is wholly owned by the Norwegian state and classified as a Category 4 company. Based on the ownership situation and categorisation of the company, no separate principles governing take-overs have been drawn up.
Auditor Norske tog AS has an independent auditor elected by the annual general meeting. The auditor participates at the board meeting at which the full-year financial statements are discussed. Non-audit services provided by the auditor are reported to the Board of Directors each year. Norske tog AS also has an internal auditor.
 
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