Focus area: shareholder influence and board accountability
A company’s board of directors is the elected representative of shareholders. As such, it must be accountable to all shareholders for its actions.
Shareholders should be able to propose, elect and dismiss board members at shareholder meetings. Shareholders should also have the opportunity to question the board and propose resolutions at shareholder meetings. The company must not impose structures that work against shareholders’ interests or ability to vote. The company should also disclose board candidates’ skills and experience so that shareholders can make informed decisions when electing directors.
The board’s main tasks are to pick and supervise management of a company, oversee company activities, decide corporate strategy and risk taking, while ensuring that adequate internal control mechanisms and reporting systems are in place. NBIM expects board members to be competent and qualified, spend adequate time on their tasks and be sufficiently independent from management. The chairman of the board should be independent from management and have no special interests that may conflict with the interests of the company.