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Yara's Board of Directors has seven members: Four independent shareholder-elected and three employee-elected.
Members are elected for two-year periods. Neither the President and CEO nor any other member of the executive management is a director of the board.
According to Norwegian corporate law, the board has overall responsibility for company's management, while the President and CEO is responsible for day-to-day management. The board supervises day-to-day management as the President and CEO carries it out. It also oversees the company's activities of the company in general, as well as ensures that appropriate steering and control systems are in place.
The board's internal rules of procedure establish in more detail the board's role in relation to managing the company and the other corporate bodies. The President and CEO's authority and responsibilities are defined to allow the board to concentrate on the company's strategy and organization. The board's work follows an annual plan, and it conducts an evaluation every year of its work and procedures.
The Norwegian legal and regulatory corporate governance structure requires the entire board to be involved in deliberation and decision-making. The Norwegian Public Limited Companies Act says that a Board of Directors may not adopt a resolution without members of the board having been given an opportunity, to the extent possible, to participate in the discussion of the matter in question. Consequently, the formation and delegation of certain responsibilities of the board of a Norwegian company to one or more committees of the board is less common than for companies in some other jurisdictions.
Yara's Board includes two subcommittees: The Audit Committee and the Compensation Committee. The board has chosen to not have a separate Audit Committee, but to deal with audit matters as a full board.
For full board member profiles, see the Board section.
Yara's Board has adopted its rules of procedure to define its duties, tasks, relationship with the CEO and President, subcommittees, nondisclosure, annual plan and insider trading regulations.
The Audit Committee consists of at least three board members who supervise corporate accounts, Yara’s financial reporting and internal audit, financial risk management and the work of the external auditor. Members serve for two years.
The board-appointed Compensation Committee must consist of at least three board members who are not senior corporate officers. Committee members serve for two years. This group acts as the preparatory body for CEO and top management review and compensation matters that the Board will decide.
The key principles of Yara's Ethics and Compliance Program are in the Ethics Handbook, which elaborates on Yara's Code of Conduct.
The Norwegian Corporate Governance Board issues the Norwegian Code of Practice for Corporate Governance, updating it annually for any new regulations, legislation or information.
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Rules of Procedure for the Board (EN)(PDF, 105KB)
Styreinstruks (NO)(PDF, 107KB)
