Issued 11 November 2008
Last updated 7 March 2018
The purpose of this policy is to ensure that the legal risks and the interests of Norges Bank and the funds managed by Norges Bank Investment Management are appropriately safeguarded.
Norges Bank Investment Management (NBIM) shall safeguard the legal interests related to Norges Bank’s role as an asset manager and its position as the legal owner of the assets under management. NBIM has an obligation to actively preserve, protect and pursue such legal interests, including taking steps to pursue claims or recover assets, and take legal actions through litigation where this is necessary.
Safeguarding of legal interests
- We will safeguard the assets of the funds and Norges Bank’s legal and commercial interests through use of appropriate legal means.
- We will ensure compliance with relevant laws and regulations, including rules on public procurement (where applicable).
- We will protect the assets of the funds by preserving the sovereign immunity of Norges Bank and the State of Norway where this is available.
- We will ensure limited liability for Norges Bank in relation to the activities of NBIM.
- We will ensure adequate legal advice is available to actively align and mitigate NBIM’s key legal, commercial and operational risks, and in contract negotiations ensure that NBIM adequately assesses and mitigates relevant legal risks.
- We will ensure that the unlisted real estate investments are structured and held through separate legal entities with their own decision-making bodies.
Litigation and recovery
- NBIM shall be active in pursuing and protecting all legal interests related to the funds, including the rights and obligations Norges Bank may have in its role as (i) asset manager, (ii) as legal owner of shares and bonds and other financial instruments, (iii) under contract, where a service vendor or counterparty fails to deliver according to agreement, and this builds up to or has developed into a contractual dispute, and (iv) other areas where NBIM may need to pursue the rights and interests, or protect against liability.
- NBIM shall recover and pursue claims Norges Bank as asset manager may have against counterparties due to their bankruptcy or other events of default or non-payment. These processes may include taking legal actions before the courts to pursue or defend our legal position.
- Norges Bank Real Estate Management shall ensure that the legal entities established for the unlisted real estate investments follow similar principles as outlined above and actively pursues the legal interests that follow from the real estate investments.
- NBIM shall have systems and procedures for obtaining information about securities litigation, including class actions, filed in the markets in which the funds are invested, in particular the USA where such litigation is more widespread than in other markets. The aim of this is to identify cases which are relevant to Norges Bank, and where the Bank, either as a shareholder or as a bondholder, may have suffered losses which may be recovered through pursuing relevant claims.
- NBIM may in certain securities litigation cases take a more active and direct approach. Direct actions should be considered only where there have been actions on the part of the company, its management or its advisers which clearly appear to give rise to liability for damages, these actions have resulted in losses for shareholders or bondholders, the Bank’s losses in this respect are considerable, the case has a strong legal basis, there is sufficient material/evidence to support the case, and the defendant(s) is/are believed to be able to pay.
- There shall be an assessment of potential reputational impact on Norges Bank related to being a plaintiff in such court proceedings.