Corporate Governance and policy

Good corporate governance and corporate management shall reduce business-related risk, while the company’s resources shall be utilized in an effective and sustainable manner. The Group shall achieve its goals through further development of first-class competency centers, deliveries of market-leading systems, and products and services in its international market segments, as well as by operating in an ethical, sustainable and socially responsible manner. KONGSBERG is listed on the Oslo Stock Exchange and is subject to Norwegian securities legislation and stock exchange regulations.

How KONGSBERG understands the concept 

Corporate governance deals with issues and principles associated with the distribution of roles between the governing bodies in a company, and the responsibility and authority assigned to each body. Good corporate governance is distinguished by responsible interaction between owners, the Board and management, seen in a long-term productive and sustainable perspective. It calls for effective cooperation, a defined division of responsibilities and roles between the shareholders, the Board and management, respect for the Group’s other stakeholders, and open, reliable communication with the world around us. The Group’s value platform and ethical guidelines are a fundamental premise for KONGSBERG’s corporate governance. 

The topic of corporate governance is subject to annual evaluations and discussions by the corporate Board. Amongst other things, the Group’s management documents are reviewed and revised annually.

Policy

KONGSBERG is subject to reporting requirements regarding corporate governance according to the Norwegian Accounting Act section 3-3b and the Code of Practice for Corporate Governance given by the Norwegian Corporate Governance Board ("NUES" Norwegian), see ongoing obligations for stock exchange listed companies point no. 7. The Norwegian Accounting Act is available on www.lovdata.no. The current Code of Practice for Corporate Governance is available at www.nues.no. In compliance with Section 5-6 of the Public Limited Liability Companies Act, corporate governance will be dealt with at KONGSBERG’s Annual General Meeting. The Group’s compliance with and any deviations from the Code of Practice (NUES) will be commented on and made available to the Group’s stakeholders. The Norwegian state, which owns 50.001 per cent of the Group, also assumes that all companies in which the State has a stake will comply with the Code of Practice for Corporate Governance given by NUES. As the Norwegian state holds an ownership share of 50.001 per cent, the Group also conducts its activities in accordance with the Storting. White Paper no. 8 (2019-2020) – “The Norwegian State's direct ownership of companies – Sustainable value creation”, White Paper no. 13 (2006–2007) – “Ownership report”, White Paper no. 27 (2013–2014) – “A diverse and value-creating ownership”, the Norwegian government’s 10 ownership principles for good corporate governance, and the OECD guidelines regarding state ownership and corporate governance. 

The policy is adopted by the corporate Board. The following elements are fundamental to KONGSBERG’s corporate governance policy:

• KONGSBERG shall maintain open, reliable and relevant communication with the public about its business activities and factors related to corporate governance.
• KONGSBERG’s Board shall be autonomous and independent of the Group’s management.
• Emphasis will be placed on avoiding conflicts of interest between the owners, the Board and the management.
• KONGSBERG will have a clear division of responsibilities between the Board and management.
• All shareholders will be treated equally.

The Group’s corporate social responsibility work is considered as an integral part of the principles of good corporate governance. This is in accordance with the government’s view, as expressed in the ‘Storting Ownership Report’, referred to above.