Group management

Internal management bodies

The CEO of Storebrand ASA is the chairman of the boards of Storebrand Life Insurance, Storebrand Investments, SPP and Storebrand Bank.

The other members of the boards of Storebrand Life Insurance, SPP, Storebrand Bank and Storebrand Investments are drawn from the group's senior employees, employee representatives, and external members with expertise relevant to the business of the company in question where this is required. Storebrand relaunched its P&C insurance business in 2006, and the group's Chief Financial Officer is the Chairman of the Board of the P&C insurance company.

Storebrand's Executive Management  is charged with implementing the strategies approved by the Board, and is directly responsible for the group's overall profitability and for making optimal use of resources across the entire group. Storebrand works systematically to build up the system value of expertise across the group, and annually carries out succession planning for the entire executive management team which is dealt with by the Board.

In addition, in order to ensure continuity of expertise in key positions, all the members of the executive management team are subject to a written agreement to give six months' notice of termination of employment.

The group's management and monitoring of the business areas takes place largely through the subsidiaries' board meetings, executive management meetings, business reviews and process reviews.

Relationship between Storebrand's corporate bodies and control functions

The Board of Storebrand has adopted guidelines for overall management and control. The internal audit function in Storebrand is founded on a corporate governance model, whereby management is based on group-wide policies and internal regulations in areas such as ethics, information management and information security, as well as a value based system for financial and operational risk.

The group has a common internal audit function which carries out an independent review of the robustness of the management model. The internal auditor is appointed by and reports to the boards of the respective group companies.

In addition to its own controlling bodies and external audit, the group is subject to statutory supervision by Kredittilsynet (the Financial Supervisory Authority of Norway). Kredittilsynet is responsible for supervising financial institutions to ensure that they operate in a prudent and proper manner in accordance with legislation, business objectives and the Articles of Association. Kredittilsynet supervises all of Storebrand's activities.

The external auditor is elected by the AGM, and is responsible for the financial audit of the group. The external auditor issues the audit report concerning the annual accounts, performs a limited audit of the interim accounts, attends the Board meetings that approve the quarterly interim accounts, all meetings of the Control Committee, and attends meetings of the Audit Committee as appropriate. The external auditor's work and independence is evaluated every year by the Board's Audit Committee.

Annual programs for internal audit work are determined by the boards of the group companies, based on the auditor's recommendations and a risk assessment carried out by the group's senior management. Internal audit produces quarterly reports for the boards.

Reports from special investigations initiated by internal audit or management in respect of possible breaches of ethical rules are immediately reported to the chairman of the Audit Committee and the group's CEO, with copies to the heads of Legal Services and Human Resources. Internal audit is subject to a formal mandate in accordance with current legislation, regulations and international standards. The Control Committee is entitled to use the resources of internal audit as required.

Deloitte has been elected by Storebrand ASA's AGM as the company's external auditor. The Board of Storebrand ASA has appointed KPMG as the company's internal auditor. The other companies in the group use the same external and internal auditors as Storebrand ASA.

Remuneration of the Board and executive management

The remuneration of the members of the The remuneration of the members of the Board is decided annually by the AGM. The fees paid to the members of the Board are not linked to profits, option programs or similar arrangements. The members of the Board do not receive incentive-based remuneration, but receive a fixed annual fee.

 The shareholder-elected members of the Board do not participate in the company's pension arrangements. None of the shareholder-elected members of the Board carry out any duties for the company other than their appointment to the Board. Members of the Board are encouraged to hold shares in the company.

The Board's declaration concerning the setting of the executive management's remuneration has been presented to the AGM for mandatory discussion since 2007.

The salary and other remuneration of the CEO are decided by the Board. Members of the executive management are encouraged to hold shares in the company.

Information and communications

The Board has issued guidelines for the company's reporting of financial and other information and for contact with shareholders other than through the AGM. The group's financial calendar is published both on the Internet and in the company's annual report. All reporting is based on the principle of openness, and takes into account the need for equal treatment of all participants in the securities markets, and the rules concerning good stock exchange practice.

Take-overs

The Articles of Association do not impose any restrictions on the purchase of shares in Storebrand. The Board has determined guiding principles on how a take-over bid will be handled.

The Board will ensure that all shareholders are treated equally and have an opportunity to consider the presented bid. The Board will, as far as possible, obtain information about the bidder and make this available to all shareholders. The Board will also consider the bid and seek to issue a statement on the Board's assessment of the bid. The Board will in the event of any take-over bid seek, to the extent possible, to maximise the shareholders' assets.