Description
General Meeting of Shareholders
Company shareholders exercise ultimate authority through the General Meeting. Shareholders registered in VPS, the Norwegian Registry of Securities, can vote in person or by proxy. Invitations are sent to share- holders or to the shareholder’s security deposit bank.
The General Meeting of Shareholders:
• Elects the shareholders’ representatives in 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 • Deals with any other matters listed in the notice convening the meeting
Shareholders may, at least 14 days before an ordinary general meeting, request that proposals for resolutions are submitted to the General Meeting, or that points are added to the agenda.
Corporate Assembly
Eighteen members. Twelve are elected by the General Meeting of Share- holders, 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 on the approval of the Board of Director’s proposal on financial state- ments and dividend
Nomination Commitee
Four members. Two appointed by the General Meeting of Shareholders, two appointed by the Corporate Assembly. The Chair of the Corporate Assembly has a permanent seat on the 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.
Board of Directors
Nine members. Six elected by the Corporate Assembly. Three elected by and among the Company’s employees in Norway. Elections are normally made for a period of two years.
In accordance with Norwegian law, the Board of Directors assumes the overall governance of the Company, ensures that appropriate steering and control systems are in place and supervises the day-to-day manage- ment as carried out by the President and CEO.
All shareholder-elected members are external. No members elected by employees belong to the Company’s executive management. Em- ployee 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.
Developments and events in 2006
General Meeting in May
Five meetings
Members:
Svein Steen Thomassen (chairperson) Siri Teigum (deputy chairperson) Sven Edin, Billy Fredagsvik, Anne-Margrethe Firing, Aase Gudding Gresvig, Westye Høegh, Idar Kreutzer, Kjell Kvinge, Dag Harald Madsen, Roger Oterholt, Anne Merete Steensland, Rune Strande, Sten-Arthur Sælør, Lars Tronsgaard, Karen Helene Ulltveit-Moe, Terje Venold, Svein Aaser
Deputy members:
Nils Roar Brevik, Tore Amund Fredriksen, Erik Garaas, Sónia F. T. Gjesdal, Line Melkild, Bjørn Nedreaas, Wolfgang Ruch, Bjørn Øvstetun, Unni Steinsmo, Gunvor Ulstein
Seven meetings
Members:
Svein Steen Thomassen (chairperson) Siri Teigum
Westye Høegh Reier Søberg
20 meetings. 95 percent meeting attend- ance by the board members
In May, Lena Olving and Grete Faremo were elected to the Board of Directors, re- placing Borger A. Lenth and Ingvild Myhre.
The Board of Directors conducted a self- evaluation of its work, competence and cooperation with management. Compe- tence development measures included a dedicated training day for the whole board as well as an introduction program for new board members. The board had a one-week visit to Hydro’s activities in Qatar and Libya.
All shareholder-elected members were deemed to be independent in accord- ance with Norwegian and New York Stock Exchange (NYSE) standards. Except as noted below, none of the Company’s non- employee Board members had any other service contractual agreements with the Company.
Elisabeth Grieg, who is a member of the Board of Directors and the Audit Com- mittee, partly owns the family company Grieg Maturitas AS, which indirectly holds 20 percent of the ownership of AON
References
The protocols can be found at
www.hydro.com/governance
See Note 25 to the Consolidated Financial Statements for remu- neration paid to, and share ownership by, members of the Corporate Assembly
See the Articles of Association §§ 7-8 at
www.hydro.com/governance
See Articles of Association § 5A
Biographical information of the Nomination Committee mem- bers can be found at
www.hydro.com/governance
The Board’s mandate can be found at
www.hydro.com/governance
See page 158 for biographical information on the Board members
See Note 4 to the Consolidated Financial Statements for remu- neration, share ownership and loans to Board members
Grieg. AON Grieg acted as a broker for Hydro in relation to off-shore insurance in 2006 and received NOK 5,864,132 in fees from Hydro. Her husband, Stig Grimsgaard Andersen, is a Board mem- ber in AON Grieg. In addition, Grieg Ma- turitas AS holds indirectly 65 percent of the ownership of Grieg Logistics. Grieg Logistics has provided logistics/transpor- tation services to Hydro entities, mainly offshore operations and the Ormen Lange project. In 2006 the total amount for transactions to Hydro was NOK 123,222,009. In 2005 the total amount for transactions from Grieg Logistics to Hydro was NOK 125,745,650.
Six meetings
Members*:
Jan Reinås (chairperson) Håkan Mogren, Grete Faremo
* The Board concluded that each of the members of the Compensation Committee is independent under Norwegian and NYSE listing standards.
Eight meetings
Conducted a self-evaluation in accord- ance with its mandate.
Members:
Kurt Anker Nielsen* (chairperson) Elisabeth Grieg
Terje Friestad** Lena Olving
* Nielsen serves on the committee as a financial expert as defined by SEC rules.
** Friestad is employed in Hydro and represents the employees through the Central Cooperative Council. We rely on the SEC’s exemption re- garding independence in Rule 10A-3(b)(1)(iv)(C) under the Securities Exchange Act of 1934. We believe that such reliance does not materially adversely affect the ability of the Audit Commit- tee to act independently or to satisfy the other requirements of Rule 10A-3.
Met on a weekly basis
Svein Richard Brandtzæg was appointed EVP and head of Aluminium Products.
Torstein Dale Sjøtveit was appointed EVP and head of Aluminium Metal.
Cecilie Ditlev-Simonsen was appointed EVP and Chief Communication Officer.
Hilde Aasheim, EVP Leadership & Culture, resigned from the Corporate Management Board in January 2007 to head the integration process related to the merger between Hydro’s oil and energy activities and Statoil.
No member of Hydro’s Board of Direc- tors or the Corporate Management Board has any family relationship with any other director or member of the Corporate Management Board.
Description Developments and events in 2006 References
The mandate can be found on
www.hydro.com/governance
The mandate can be found on
www.hydro.com/governance
See Pre-Approval of Audit Serv- ices on page 157 of this report.
See page 159 for biographical information on the Corporate Management Board
See Note 4 to the Consolidated Financial Statements for remu- neration, share ownership and loans to the President & CEO and members of the Corporate Management Board
Board of Directors (cont.)
Compensation Commitee
Consists of three of the Board of Directors’ nine members.
The committee reviews the performance and recommends proposals on compensation for the President & CEO to the Board of Directors. The committee asists in the evaluation of compensation for the Corporate Management Board and in determination of performance-promoting schemes for management.
Audit Commitee
Consists of four of the Board of Directors’ nine members. The com- mittee meets the SEC and NYSE rules and requirements regarding independence and competence.
The committee assists the Board of Directors relating to the integrity of the Company’s financial statements and financial reporting proc- esses 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 per- formance of the internal audit function related to internal controls over financial reporting.
To ensure the independence of the internal audit function, the director of Internal Audit may report any matters directly to the Board Audit Committee, at his own discretion.
The committee maintains a pre-approval policy governing the engage- ment of the Company’s primary and other external auditors to ensure auditor independence in accordance with SEC rules and regulations.
President & CEO and Corporate Management Board
According to Norwegian corporate law, the President & CEO consti- tutes a formal governing body that is responsible for the daily manage- ment 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, including the President & CEO, has a shared responsibility for promoting Hydro’s objectives and secur- ing 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, Finance, Communication and Leadership & Culture.
Governance bodies
08
Financial
statements
Financial statements
F1
F4
F6
F6 F13 F16 F19 F24 F28 F28 F28 F29 F30 F30 F31 F32 F33 F34 F34 F34 F34 F35 F37 F38 F39 F39 F43 F43 F44 F46F48
F49
F54
F54
F55
F56
F60
F66
Consolidated financial statements US GAAP
Consolidated financial statements N GAAP
Notes to the consolidated financial statements
Note 1Summary of significant accounting policies
Note 2 Business combinations, dispositions and demerger
Note 3 Consolidated shareholders’ equity
Note 4Remuneration and share-based compensation
Note 5Operating and geographic segment information
Note 6 Operating cost and expenses
Note 7Financial income and expense
Note 8Other income and expense
Note 9Income taxes
Note 10Short-term investments
Note 11 Inventories and other current assets
Note 12 Non-consolidated investees
Note 13Intangible assets, prepaid pension, investments and non-current assets
Note 14Property, plant and equipment
Note 15 Goodwill and intangibles
Note 16Bank loans and other interest-bearing short-term debt
Note 17Other current liabilities
Note 18Long-term debt
Note 19Employee retirement plans
Note 20Contingencies and other long-term liabilities
Note 21Secured debt and guarantees
Note 22Contractual and other commitments for
future investments and operations
Note 23Market risk management and derivative instruments
Note 24External audit remuneration
Note 25Related parties
Note 26Supplementary oil and gas information
Note 27Summary of differences in accounting policies and
reconciliation of US GAAP to N GAAP