Norway: proposed amendments and additions to the Code of Practice

The Norwegian Corporate Governance Board, which is responsible for the Norwegian Code of Practice for Corporate Governance, has published a consultation paper setting out proposed amendments and additions to the Code: see here (pdf). Amongst the proposed additions is one requiring the board to define the company's basic corporate values and to formulate ethical guidelines and guidelines for corporate social responsibility in accordance with these values.

Europe: European Works Councils reform

In the Renewed Social Agenda adopted today by the European Commission there are proposals for the reform of the legislation governing European Works Councils. A draft directive has been published and in its press release the Commission provides the following information:

The 1994 Directive (94/45/EC) requires Member States to provide for the right to establish European Works Councils in companies or groups of companies employing at least 1000 people in the European Union and the other countries of the European Economic Area (Norway, Iceland and Liechtenstein), with at least 150 employees in each of two Member States.

While European Works Councils have been successful in many areas, they cannot fully play their role in anticipating and properly managing change and in developing genuine cross-border social dialogue. Indeed, European Works Councils are not properly informed and consulted in half of the transnational restructuring cases and the take-up of European Works Councils needs to be increased.

The 1994 legal framework on European Works Councils therefore needs to be adapted to changes in the legislative, economic and social context, where the cross-border dimension proves more and more important, and to be clarified on different aspects".

Note: The 1994 Directive did not apply to the UK because of its opt-out from the Social Chapter.  When the opt out ended, Directive 97/74/EC extended the Works Councils framework to the UK.

For further information see:

Works Councils press release | Draft directive | Renewed Social Agenda website | Directive 94/45/EC | Directive 97/74/EC | 

Executive pay

Several recent posts on this blog (here and here, for example) have highlighted the debate about executive pay in America and Europe. This debate is considered in a couple of articles in this week's Economist. In the first, "Let the fight begin", it is argued that shareholder "say on pay" votes should become the norm and are preferable to Government intervention (it would be surprising if The Economist argued otherwise). In the second, "Pay attention", there is discussion of the debate about executive pay in Europe and the development of "say on pay" rules within the European Member States. The article notes:

By law in the Netherlands, Sweden and Norway, shareholders get a binding vote on compensation packages; in Britain they get a non-binding vote. Some Spanish and Swiss firms are voluntarily starting to offer shareholders a vote".

Norway: Code of Practice for Corporate Governance - revised edition published

The codes directory maintained by the European Corporate Governance Institute has been updated to include a copy of the Norwegian Code of Practice for Corporate Governance issued in October by the Norwegian Corporate Governance Board. The new edition is a revised version of the Code issued in December 2007; a summary of the changes is available here.

Norway: gender balance on company boards

Public limited companies in Norway were given until the start of this year to implement rules designed to increase the representation of women on company boards. The legal requirement is that each gender should have at least 40% representation on company boards. According to "Statistics Norway", 78% of public limited companies met this requirement on 1 January 2008. Of the total population of company directors on 1 January 2008, 36.2% were female (up from 29.8% on 1 July 2007).

For further statistical information, click here.

For further background information, click here.

Norway: revised corporate governance code

In December 2007, a revised edition of the Norwegian Code of Practice for Corporate Governance was published.  This new edition further strengthens the role of independent directors and provides: "The composition of the board of directors should ensure that it can operate independently of any special interests.  The majority of the shareholder-elected members of the board should be independent of the company's executive management and material business contacts.  At least two of the members of the board elected by shareholders should be independent of the company's main shareholder(s)".

A copy of the revised Code is available here.

France: 40% (minimum) of board directors to be women - Bill before Parliament

The Times newspaper reports that the French Parliament has begun to consider a Bill that will require at least 40% of the directorships at France's largest companies to be held by women. This follows the example set by Norway and, more recently, Spain (about which see here (pdf)).

UK: gender diversity on FTSE100 boards

The UK's Equality and Human Rights Commission has published a survey of the proportion of women in positions of power and influence, including FTSE100 companies. The survey reports that women hold 11% of FTSE100 directorships. Click here for a related post concerning Canada and here for a post concerning Norway.