Corporate governance

Board of directors

Board processes

Yara's Board of Directors has eight members: Five 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 supervisory responsibility for the company's management, while the President and CEO is responsible for day-to-day management. The board also oversees the company's activities in general, and ensures that appropriate steering and control systems are in place.

The board's rules of procedure establish in more detail the board's role in managing the company and other corporate bodies, and the President and CEO's authority and responsibilities are defined in a separate mandate. 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 decision-making. The Norwegian Public Limited Companies Act prescribes that the Board of Directors may not adopt a resolution without its members having been given an opportunity to participate in a discussion of the matter in question. Consequently, the delegation of responsibilities to one or more subcommittees of the board is less common for Norwegian companies than for companies in some other jurisdictions.

Yara's Board includes two subcommittees: The Audit Committee and the HR Committee.

For full board member profiles, see the Management and Board section.