Rules of procedure for the Board of Gjensidige Forsikring ASA

These rules of procedure provide detailed rules for the work and procedure of the Board, including what business is to be considered by the Board and rules for calling meetings and considering business at meetings. Through separate rules of procedure, which are attached to these rules of procedure, the managing director’s job tasks and obligations to the Board are described in greater detail than that which is specified in the present rules of procedure.

The management of the Company is the Board’s responsibility. Through the CEO, the Board shall ensure that the business is satisfactorily organised, including proper organisation of management and control systems.

The Board shall, to the extent necessary, adopt a strategy, plans and budgets for the Company’s activities.

The Board issues guidelines for the business in accordance with the law, regulatory provisions or other rules, unless this falls within the CEO’s general or delegated authority.

The Board shall keep informed about the Company’s financial position, and it is obliged to ensure that its operations, accounts and the management of its assets are subject to adequate control.

The Board shall ensure that the Company’s equity and asset management are satisfactory in relation to the risk associated with and scope of the Company’s business and shall ensure that statutory requirements are complied with.

The Board initiates such investigations as it finds necessary to perform its tasks. The Board shall initiate such investigations if this is requested by one or more board members.

The Board shall oversee and set instructions for the general management of the Company and the Company’s operations.

The board is responsible for establishing a monitoring and reporting system for internal control.

Agreements between the Company and group companies or the Gjensidige Foundation must be made in writing and presented to the Board for consideration if the agreements are of material financial importance to the Company.

The Chair of the Board shall ensure that relevant matters that are the Board’s responsibility are considered. . 

The Board shall:

• Set out plans and budgets for the company.
• Issuing guidelines for the business.
• Adopt rules of procedure for the Board’s work.
• Adopt a strategic plan for the Company.
• Appoint the CEO, adopt instructions for the CEO and his/her remuneration. The job instructions adopted for the CEO are part of the rules of procedure for the Board.
• Suggest guidelines for the remuneration for executive personnel for consideration by the annual general meeting.
• Prepare an annual report on remuneration to senior executives for consideration by the general meeting.
• Manage the Company’s assets.
• Establish risk appetite, risk tolerance frameworks and approve risk management strategies and policies
• Approve integrated annual report, including preparation of an annual report and adopt the annual accounts, including the allocation of the profit or coverage of loss for the year.
• Set out the company's sustainability goals
• Make decisions in matters that by law or pursuant to the Articles of Association, are not the responsibility of other bodies.
• Consider matters that, by law or pursuant to the Articles of Association, are the responsibility of the Board, including matters that are of material importance to the Company or of an unusual nature.
• Grant authority to sign for the Company and powers of procuration.
• Adopt an annual plan for the Board.
• Carry out a self-evaluation of the Board’s work.
• Review the main points in the external auditor’s plan for performance of the audit.
• Review letters and reports from the external auditor concerning the Company’s procedures and internal control.

Board meetings are convened by the CEO by agreement with the Chair of the Board or by the Chair him/herself. The Board is given advance notification of meetings in an appropriate manner and with the required notice. The Board holds meetings as often as necessary to consider relevant matters.

A member of the Board and the CEO can demand that the Board be convened and that the Board consider specific matters.

In consultation with the Chair of the Board, the CEO prepares matters for consideration by the Board.

Matters shall be prepared and presented in a manner that gives the Board a satisfactory basis for its consideration. Written documentation will normally be made available to the board members a week before the board meeting. 

The Board shall consider matters at meetings unless the Chair of the Board finds that the matter can be presented in writing or considered in another acceptable manner. 

The Chair of the Board shall ensure as far as possible that the board members can participate jointly in the consideration of matters that are to be considered without a physical meeting being held. A board member and the CEO can demand that a matter be considered at a physical meeting.

The proceedings at board meetings are chaired by the Chair of the Board. If the Chair does not participate, the Board elects a chair for its proceedings.

The external auditor shall participate in board meetings at which the annual accounts are considered. At these meetings, the auditor shall review any material changes in accounting principles and other material matters that the Board should be aware of.

The Board and the auditor shall have at least one meeting a year without the CEO or others from the Company’s management being present. 

The Chair of the Board is authorised, on behalf of the Board, to evaluate and approve any external offices that CEO is asked to take on.

Unless otherwise resolved by the Board in relation to a specific matter, the CEO has the right and obligation to participate at board meetings and has the right to express opinions.
 

The Board shall elect an audit committee, a risk committee and an organisation- and remuneration committee. In addition, the Board may appoint other select committees to contribute to improving the Board’s preparations for its meetings. It is the Board as a whole that is responsible for the decisions it makes. The select committees are thus not delegated power of decision by the Board but are select committees that prepare matters for consideration by the Board. All necessary and material information shall therefore be presented to the whole Board, which shall consider the matters the select committee has prepared. 

The select committees shall keep minutes of their meetings, and the minutes shall be presented to the Board at the next board meeting.

The Board elects the members of the select committees from among the members of the Board. The select committees shall propose guidelines and an annual plan for their work, which must be approved by the Board. Once a year, the Board shall evaluate the work of the select committees as part of its self-evaluation.

The select committees are free to draw on resources, advice and recommendations from sources outside the Group. The select committees may also draw on resources within the Group.
 

The Board has appointed the following select committees:

a) Organisation- and remuneration Committee

The Organisation- and remuneration Committee shall prepare all matters concerning the remuneration scheme and contribute to strengthening the board's work with other HR related matters. The mandate of the Committee is further specified in the internal "Instructions for the Board's Remuneration Committee".

The Organisation- and remuneration Committee consists of the Chair of the Board and two board members who are independent of the Company’s management.

b) Audit Committee
The Audit Committee shall be a case preparation body in relation to the board's supervisory function with regard to financial reporting and the efficiency of the group company's overall internal control system, and other tasks that are assigned to the audit committee. The Audit Committee's mandate is specified in «Instructions for the Board's Audit Committee».

The Audit Committee shall have at least three members. The members of the Audit Committee are elected by and from among the members of the Board. Board members who are also executive employees of the Company cannot be elected as members of the Audit Committee.

Combined, the members of the Audit Committee shall have the competence required, in light of the Company’s organisation and business, to fulfil the committee’s tasks. At least one of the members of the Audit Committee shall be independent of the business and have accounting or audit qualifications. 

In a letter of 7 July 2011, the Company was granted dispensation from the Ministry of Finance to allow board members with links to the Gjensidige Foundation to participate in the Audit Committee. The Chair of the Audit Committee may not be a board member with a link to the Gjensidige Foundation.

C) Risk Committee
The Risk Committee shall prepare the Board’s consideration of matters relating to the group companies’ overall risk, and regularly assess whether the Group’s management and control systems are adapted to the risk appetite and scope of the business. The risk committee's mandate is specified in «Instructions for the board's risk committee».

The risk committee shall have at least three members. The members of the risk committee are elected by and from among the members of the board.

The Board forms a quorum when more than half of its members are present or take part in the Board’s consideration of a matter. A decision can nevertheless not be made in a matter unless all board members have, as far as possible, been given an opportunity to participate in its consideration. 

For a decision to be valid, at least half of the board members must have voted for it. Unless otherwise decided by law or in the Articles of Association, the Board’s decisions are made by an ordinary majority of those present. In the event of parity of votes, the Chair of the Board has the casting vote.

In connection with elections or appointments, the person who receives the most votes is deemed to have been elected or appointed. The Board may decide in advance that a new vote shall be held if none of the candidates receives a majority of the votes cast. If there is parity of votes when electing the chair of a meeting, the election is decided by drawing lots. In other cases of parity of votes, the chair of the meeting
 

Minutes shall be taken of the Board’s meetings. They shall, as a minimum, state the time and place of the meeting, who participated, the procedure followed and the decisions of the Board. It must be clear that the requirement for a quorum was met; see section 7.

If the Board’s decision is not unanimous, it shall be stated who voted in favour of and who voted against it. A board member and the CEO can demand that their view be recorded in the minutes if they disagree with a decision.

The minutes shall be signed by all the board members who took part in the board meeting. Board members have a duty to familiarise themselves with decisions made by the Board in their absence and shall sign to confirm that they have seen the minutes.

The Board shall ensure that the Company complies with Sections 3-8 and 3-9 of the Public Limited Liability Companies Act in agreements between the Company and parties mentioned therein.

When entering into not immaterial agreements between the Company and shareholders, board members or members of the management or any of their related parties, the Board shall obtain an assessment from an independent third party. The same applies to agreements with group companies that have minority shareholders. 

All agreements made with related parties shall be considered by the board. The board shall ensure that agreements with related parties are balanced and without a conflict of interest with the company.

All board members and members of the management shall immediately notify the Board if they, directly or indirectly, have an interest in a transaction or agreement that the Company is considering. This applies even if the board member is deemed to be disqualified from considering the matter on grounds of conflict of interest. 

If the Chair of the board is incompetent in leading the board considering matters of a material nature du to conflict of interest, another board member shall lead the processing.

The Board shall ensure that the Company has satisfactory internal control procedures and systems. The internal control procedures must be capable of safeguarding the Company’s values and ethical rules.

The Board shall carry out an annual assessment of the most at-risk areas in the Company and internal control measures that are capable of safeguarding them.

Based on instructions from the Board, the CEO shall assess and propose internal control measures that are capable of meeting the Company’s needs. They shall be presented to the Board, which will decide whether the proposed measures are sufficient.

The CEO shall carry out internal control in accordance with the guidelines adopted by the Board and present the result to the Board once a year.

The Board should attend the Company’s general meeting. The Chair of the Board and the CEO must attend the general meeting. If there are valid grounds for non-attendance, a person appointed by the Board shall attend instead. Board members have a right to speak at the general meeting.

A board member is disqualified from participating in considering or deciding matters that are of such great importance to the board member or his/her related parties that he or she must be deemed to have a direct or indirect personal or financial interest in the matter. The same applies to the CEO. Board members are also disqualified when other special circumstances are present that could undermine trust in their motives for participating in deciding a matter. 

Individual board members are obliged to ensure they are not disqualified from considering a matter because of a conflict of interest. In cases of doubt, the matter shall be presented to the Chair of the Board. The Chair of the Board shall submit cases of doubt relating to his or her own impartiality to the whole Board.

The Board shall approve agreements between the Company and a board member or the CEO. The Board shall also approve agreements between the Company and a third party in which a board member or the CEO must be assumed to have a special interest. 

Board members have a duty of secrecy concerning any information about the affairs of others that comes to their knowledge during performance of their duties, unless otherwise specifically decided by law or regulations issued pursuant to the law. Board members are obliged to sign a separate declaration of secrec

14. Amendments to these rules of procedure

Any amendments to the rules of procedure shall be adopted by the Board by ordinary majority vote.