STO » Topics » Board of directors

This excerpt taken from the STO 20-F filed Mar 24, 2009.

7.4 Board of directors

Pursuant to StatoilHydro's articles of association, the board of directors consists of 10 members. The management is not represented on the board. A majority of the members of the board are deemed to be 'independent' board members.

As required by Norwegian company law, the company's employees are entitled to be represented by three board members. There are no board member service contracts that provide for benefits upon termination of office. The StatoilHydro board has determined that, in its judgment, all of the non-employee directors are independent. In doing so, however, the board did not explicitly take into consideration the NYSE's five specific tests.

The board of directors of StatoilHydro ASA is responsible for the overall management of the StatoilHydro group, and for supervising the group's activities in general. The board of directors handles matters of major importance or of an extraordinary nature. However, it may require management to refer any matter to it. The board of directors appoints the president and chief executive officer (CEO), and stipulates the job instructions, powers of attorney and terms and conditions of employment for the president and CEO.

The board of directors has two sub-committees, the audit committee and the compensation committee.

The board held 13 meetings in 2008. Attendance at board meetings was 97%.

Members of the board of directors
Svein Rennemo
 

Position: Chair of the board and member of the board's compensation committee.
Born: 1947
Term of office: Member of the board of StatoilHydro ASA since 1 April 2008
Independent: Yes
Other directorships: Chair of the board of Integrated Optoelectronics AS and Pharmaq AS Member of the board of Norske Skogindustrier ASA.
Number of shares in StatoilHydro ASA pr. 31. December 2008: 10,000
Loans from StatoilHydro: None
Experience: CEO of Petroleum Geo Services ASA from 2002 until 1 April 2008 (when he took up office as chair of the board of StatoilHydro)
From 1994 to 2001, Mr Rennemo worked for Borealis, first as Deputy CEO and CFO and from 1997 as CEO.
He held various management positions in Statoil from 1982 to 1994, latterly as head of the petrochemical division.
During the period 1972 to 1982, he was an analyst and monetary policy and economics advisor with Norges Bank (the Norwegian central bank), the OECD Secretariat in Paris and the Ministry of Finance.
Education: Economist from the University of Oslo.
Family relations: No family relations to other members of the Board, members of the Corporate Executive Committee or the Corporate Assembly.
Other matters: Svein Rennemo is a Norwegian citizen, and he lives in Norway.

Marit Arnstad
 

Position: Deputy chair and member of the board's audit committee.
Born: 1962
Term of office: Member of the board of Statoil ASA from June 2006 and member of the board of StatoilHydro ASA since 1 October 2007
Independent: Yes
Other directorships: Chair of the board of the Norwegian University of Science and Technology (NTNU). Board member of Adresseavisen ASA, NTE Nett AS, Aker Seafood ASA and Acta ASA.
Number of shares in StatoilHydro ASA pr. 31. December 2008: 0
Loans from StatoilHydro: None
Experience: Ms Arnstad is an advocate with the law firm Schjødt AS.
Ms Arnstad was Minister of Petroleum and Energy during the period 1997 - 2000. She was a member of the Norwegian parliament, the Storting, for the Centre Party from 1993 to 1997 and 2001 to 2005, and was leader of the party's parliamentary group from 2003 to 2005. Before this, she was a Higher Executive Officer at the Ministry of the Environment.
Education: Law graduate (cand. jur.) from the University of Oslo.
Family relations: No family relations to other members of the Board, members of the Corporate Executive Committee or the Corporate Assembly
Other matters: Marit Arnstad is a Norwegian citizen, and she lives in Norway.

Kjell Bjørndalen
 

Position: Board member and member of the board's compensation committee.
Born: 1946
Term of office: Member of the board of StatoilHydro ASA since 1 October 2007. Member of Statoil ASA's corporate assembly from 1992 to 2007.
Independent: Yes
Other directorships: Mr Bjørndalen is a member of the boards of Alfred Berg Kapitalforvaltning AS, Xynergo AS and Bank 1 Oslo.
Number of shares in StatoilHydro ASA pr. 31. December 2008: 0
Loans from StatoilHydro: None
Experience: Until October 2007, he was president of the Norwegian United Federation of Trade Unions (Fellesforbundet) and a member of the secretariat of the Norwegian Confederation of Trade Unions (LO).
Family relations: No family relations to other members of the Board, members of the Corporate Executive Committee or the Corporate Assembly.
Other matters: Kjell Bjørndalen is a Norwegian citizen, and he lives in Norway.

Roy Franklin
 

Position: Member of the board, and the board's audit committee.
Born: 1953
Term of office: Member of the board of StatoilHydro ASA since 1 October 2007
Independent: Yes
Other directorships: Chair of Brindex, the Association of British Independent Oil Exploration Companies, and a member of the joint British oil industry and government task force Pilot from 2002 to 2005.
He is non-executive chair of the boards of Bateman Litwin NV, Novera Energy Ltd, a leading UK company in the field of renewable energy, TS Marine Ltd, based in Aberdeen and Keller Group plc, a London-based international engineering company. Board member of the Australian oil and gas company Santos Ltd.
Number of shares in StatoilHydro ASA pr. 31. December 2008: None
Loans from StatoilHydro: None
Experience: Has broad experience from management positions in several countries, including positions with BP, Paladin Resources plc and Clyde Petroleum plc.
Education: Bachelor of Science in geology from the University of Southampton in the UK.
Family relations: No family relations to other members of the Board, members of the Corporate Executive Committee or the Corporate Assembly.
Other matters: Roy Franklin is a UK citizen and he lives in the UK.
In 2004, he was awarded an OBE for his work for the British oil and gas industry.

Elisabeth Grieg

Position: Board member and member of the board's compensation committee.
Born: 1959
Term of office: Member of the board of Norsk Hydro ASA from 2001 to 2007 and member of the board of StatoilHydro ASA since 1 October 2007.
Independent: Yes
Other directorships: Chair of the board of Grieg Shipping Group and Grieg Star Shipping AS. Board member in Grieg Maturitas AS, Grieg Foundation and SOS Children's Villages, Norway. Member of the corporate assembly and election committee of Orkla ASA, and of the council of Det Norske Veritas.
Number of shares in StatoilHydro ASA pr. 31. December 2008: 33,108
Loans from StatoilHydro: None
Experience: Managing Director of Grieg International AS and co-owner of the Grieg Group. President of the Norwegian Shipowners' Association
Family relations: No family relations to other members of the Board, members of the Corporate Executive Committee or the Corporate Assembly
Other matters: Elisabeth Grieg is a Norwegian citizen, and she lives in Norway.
Elisabeth Grieg is part-owner of the family company Grieg Maturitas AS, which indirectly owns 20% of AON Grieg AS. AON Grieg AS acted as broker for StatoilHydro in 2008 and received fees totalling NOK 16,934,611 from StatoilHydro in 2008.
In addition, Grieg Maturitas AS and other family companies own a direct and indirect interest of 75% of Grieg Logistics AS. Elisabeth Grieg's husband, Stig Grimsgaard Andersen, is a board member of Grieg Logistics AS. Grieg Logistics AS delivered logistics and transport services to StatoilHydro in 2008, for which it received fees totalling NOK 135,177,387.

Kurt Anker Nielsen
 

Position: Board member and chair of the board's audit committee.
Born: 1945
Term of office: Member of the board of Norsk Hydro ASA from 2004 to 2007 and member of the board of StatoilHydro since 1 October 2007
Independent: Yes
Other directorships: Mr Nielsen is chair of the board of Reliance A/S and deputy chair of the board of Novozymes A/S. He is a board member of Novo Nordisk A/S, Novo Nordisk Fonden, ZymoGenetics Inc, Vestas Wind Systems A/S and Life Cycle Pharma A/S
Number of shares in StatoilHydro ASA pr. 31. December 2008: 0
Loans from StatoilHydro: None
Experience: Kurt Anker Nielsen has held senior management positions in Novo A/S and Novo Nordisk A/S in Denmark, including the positions of CFO and managing director.
Education: MSc (Economics and Business Administration), Copenhagen Business School.
Family relations: No family relations to other members of the Board, members of the Corporate Executive Committee or the Corporate Assembly
Other matters: Kurt Anker Nielsen is a Danish citizen and he lives in Denmark

Grace Reksten Skaugen
 

Position: Board member and member of the board's compensation committee
Born: 1953
Term of office: Member of the board of Statoil from 2002 and a member of the board of StatoilHydro from 1 October 2007
Independent: Yes
Other directorships: Chair of the boards of Entra Eiendom AS and Ferd Holding and member of the board of the Swedish listed company Investor AB
Number of shares in StatoilHydro ASA pr. 31. December 2008: 400
Loans from StatoilHydro: None
Experience: Self-employed consultant, director within Corporate Finance in Enskilda Securities in Oslo from 1994 to 2002. Has also worked with venture capital and shipping in Oslo and London and carried out research in microelectronics at Columbia University in New York
Education: She has a doctorate in laser physics from the Imperial College of Science and Technology at the University of London and an MBA from the Norwegian School of Management (BI)
Family relations: No family relations to other members of the Board, members of the Corporate Executive Committee or the Corporate Assembly
Other matters: Grace Reksten Skaugen is a Norwegian citizen and she lives in Norway
 
Lill-Heidi Bakkerud  

Position: Represents the employees on the board.
Born: 1963.
Term of office: Member of the board of Statoil ASA from 1998 to 2002 and from 2004 to 2007. Member of the board of StatoilHydro ASA since 1 October
Independent: No
Other directorships: She is a member of the executive committee of the Industry Energy (IE) trade union and holds a number of offices as a result of this
Number of shares in StatoilHydro ASA pr. 31. December 2008: 330
Loans from StatoilHydro: None
Experience: She has worked as a process technician at the petrochemical plant in Bamble and on the Gullfaks field in the North Sea. She is now a full-time employee representative as leader of the StatoilHydro branch of IE.
Education: Has a craft certificate as a process/chemistry worker
Family relations: No family relations to other members of the Board, members of the Corporate Executive Committee or the Corporate Assembly
Other matters: Lill-Heidi Bakkerud is a Norwegian citizen, and she lives in Norway

Claus Clausen
 

Position: Represents the employees on the board
Born: 1954
Term of office: Member of the board of Statoil ASA from 2006 to 2007 and StatoilHydro ASA since 1 October 2007
Independent: No
Other offices: None
Number of shares in StatoilHydro ASA pr. 31. December 2008: 165
Loans from StatoilHydro: None
Experience: Mr Clausen worked for Statoil from 1991, and from 1997 he held various positions in the process discipline. He was attached to Statfjord from 2001, among other things as process discipline manager. Mr Clausen is currently head of inspection and surface maintenance in Stavanger
Education: Claus Clausen has an engineering degree from Bergen Engineering College
Family relations: No family relations to other members of the Board, members of the Corporate Executive Committee or the Corporate Assembly
Other matters: Claus Clausen is a Norwegian citizen, and he lives in Norway

Morten Svaan

Position: Represents the employees on the board and is a member of the board's audit committee
Born: 1956
Term of office: Member of the board of Statoil ASA from 2002 to 2007 and of StatoilHydro ASA since 1 October 2007
Independent: No
Other directorships: None
Number of shares in StatoilHydro ASA pr. 31. December 2008: 933
Loans from StatoilHydro: NOK 260,555. This is a car loan in the company on the terms and conditions that apply to all employees at his job level
Experience: Mr Svaan worked for Statoil from 1985. He now works on health, safety and the environment (HSE) for the Technology & New Energy business area, largely focusing on security and emergency response. Mr Svaan was chief employee representative for the Statoil branch of the NIF/Tekna union from 2000 until 2004.
Education: He has a PhD in chemistry from the Norwegian University of Science and Technology and a degree in business economics from the Norwegian School of Management (BI)
Family relations: No family relations to other members of the Board, members of the Corporate Executive Committee or the Corporate Assembly
Other matters: Morten Svaan is a Norwegian citizen, and he lives in Norway

The following two persons are employee-elected observer on the board, with no voting rights
 
Ragnar Fritsvold  
 

Position: An employee-elected observer on the board
Born: 1948
Term of office: Member of the board of Norsk Hydro ASA from May 2007 until October 2007. Observer on the board of StatoilHydro ASA since 1 October 2007
Independent: No
Other directorships: None
Number of shares in StatoilHydro ASA pr. 31. December 2008: 468
Experience: Mr Fritsvold joined Hydro in 1979, and he is now a staff engineer in StatoilHydro and a full-time employee representative. He was leader of the Hydro branch of the Norwegian Society of Graduate Technical and Scientific Professionals (Tekna) from 1999 to 2007.
Family relations: No family relations to other members of the Board, members of the Corporate Executive Committee or the Corporate Assembly
Other matters: Ragnar Fritsvold is a Norwegian citizen, and he lives in Norway

Geir Nilsen

Position: Employee-elected observer on the board. Represents employees who are members of the Norwegian Confederation of Trade Unions (LO)
Born: 1955
Term of office: Member of the board of Norsk Hydro ASA from 2003 to 2007. Observer on the board of StatoilHydro since 1 October 2007
Independent: No
Other directorships: None
Number of shares in StatoilHydro ASA pr. 31. December 2008: 626
Experience: Joined Hydro in 1973 and worked as a maintenance manager in Petrochemicals/PVC from 1984 to 1988. Employed offshore from 1988, as a maintenance manager from 1996
Education: Automation worker
Family relations: No family relations to other members of the Board, members of the Corporate Executive Committee or the Corporate Assembly
Other matters: Geir Nilsen is a Norwegian citizen, and he lives in Norway

This excerpt taken from the STO 20-F filed Mar 31, 2005.

Board of directors

Our articles of association provide that our board of directors shall be composed of a minimum of five and a maximum of 11 directors.


EXCERPTS ON THIS PAGE:

20-F
Mar 24, 2009
20-F
Mar 31, 2005
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