Oslo Børs requirements

In its role as an operator of securities marketplaces, Oslo Børs plays a central role in helping to ensure good corporate governance among the companies listed on Oslo Børs and Oslo Axess. In a world of global competition for risk capital, it is important for a small market such as Norway that not only individual companies but also the stock market as a whole enjoy a good reputation, and this naturally includes a good reputation for corporate governance.

The major measures implemented by Oslo Børs to promote good corporate governance are as follows:

• Companies that apply for listing on Oslo Børs or Oslo Axess must confirm in the application that they comply with the Norwegian Code of Practice for Corporate Governance, or the equivalent code of practice in the company's home state or the country in which it has its primary stock exchange listing. If the company does not comply in full with such a code of practice, it must explain why it deviates from the code.

• Corporate governance is one of a number of areas that Oslo Børs evaluates when considering whether to admit companies to listing on Oslo Børs or Oslo Axess. The listing rules for these marketplaces include provisions on the composition of the board of directors that are designed to ensure that the company's board is free to operate independently of special interests. The composition of a company's board is reviewed very carefully as part of the process of admission to listing, and may play a role in deciding whether the company is considered suitable for listing. With effect from 1 January 2008, the provisions on the composition of the board also form part of the continuing obligations of listed companies (subject to transitional arrangements until 1 July 2012 for companies that were already listed). Any breach of the exchange's rules may lead to sanctions in the form of public criticism, fines, suspension from trading and ultimately removal from listing.

• The exchange's rules stipulate that companies listed on Oslo Børs and Oslo Axess must publish a comprehensive annual corporate governance report. These reports are intended to present the corporate governance principles that a company applies, and the information provided is intended to assist existing and potential shareholders in their evaluation of the company. The corporate governance report must separately address the company's compliance with each of the recommendations that make up the code of practice. Over recent years Oslo Børs has monitored listed companies to ensure that they publish the required report in a satisfactory manner.

• Prospectuses are also subject to requirements for information on corporate governance. As part of its work on inspecting and approving prospectuses, Oslo Børs ensures that companies provide a statement on their compliance with the relevant corporate governance rules and recommendations, and that they provide an explanation for any deviation.

• In addition to these specific measures, Oslo Børs is committed to promoting corporate governance issues as part of the wider debate on the role of business in society as a whole. Oslo Børs plays an active role as a member of the Norwegian Corporate Governance Board (NCGB) which is responsible for maintaining and updating the Norwegian Code of Practice for Corporate Governance and for publicising and promoting the Code in Norway and internationally.