General information
Hydro is a public limited liability company organized with a governance
structure based on Norwegian corporate law. Hydro’s corporate
governance provides a foundation for value creation and good control
mechanisms in the form of global directives that describe mandatory
requirements for all parts of our organization.
Hydro follows the most recent Norwegian Code of Practice for
Corporate Governance (NUES) dated October 14, 2021. The Board of
Directors’ report in relation to the Code can be found in the appendix.
Information regarding shareholder policy can be found in the Hydro
Share section of the Our Performance chapter. Hydro’s strategic
direction is described in the Our business chapter.
Global directives and Code of Conduct
Hydro’s governance structure is based on applicable laws and
regulations, and Hydro’s corporate directives, with delegation of
responsibility to the business areas and to corporate functions whose
duties include finance, tax and accounting, social responsibility,
environment, governance, legal and compliance. To maintain
uniformly high standards, Hydro sets common requirements in the
form of constituting documents and global directives. Constituting
documents are approved by Hydro’s Board of Directors or the general
meeting of shareholders, while global directives are approved by the
President & CEO. This information is made available to all employees.
Hydro’s governing documents and global directives help ensure that
all employees carry out their activities in an ethical manner and in
accordance with current legislation and Hydro standards. The Code of
Conduct addresses compliance with laws and matters, such as
handling of conflicts of interest and a commitment to equal
opportunities for all employees. The defined programs contribute to
compliance with anti-corruption and basic human rights, and other
relevant governance areas. Hydro’s Code of Conduct is a constituting
document and applies to all Hydro employees throughout the world, as
well as to board members of Hydro and its subsidiaries. For legal
entities where Hydro holds less than 100 percent of the voting rights,
Hydro’s representatives in the boards of directors or in other governing
bodies, shall act in compliance with Hydro’s Code of Conduct and
endeavor to implement the principles as laid down therein.
For information about Hydro’s Code of Conduct, other constituting
documents and global directives see Hydro.com/principles. For
information about Hydro’s whistleblowing procedures, see Business
Conduct in the sustainability statement.
Governing bodies
General Meeting of Shareholders
Hydro’s shareholders exercise ultimate authority through the general
meeting. Persons who own shares on the fifth business day prior to
the general meeting are entitled to attend and vote at the general
meeting, either in person or by proxy.
The General Meeting of Shareholders elects the shareholders
representatives of the Board and determines the remuneration of the
Board. It elects the company’s external auditor and approves the
auditor’s remuneration. It also approves the integrated annual report
and the statutory report according to Norwegian requirements,
including the dividend proposed by the Board. It elects the Nomination
Committee and determines their remuneration and deals with any
other matters listed in the notice convening the meeting. Shareholders
may, at least four weeks before an ordinary general meeting, request
in writing that proposals for resolutions are submitted to the general
meeting, or that items are added to the agenda.
Nomination Committee
The Nomination Committee consists of three to four members who
shall be shareholders or shareholder’s representatives. The members
and its chairperson are elected by the general meeting of shareholders
for periods of up to two years at a time. The committee makes its
recommendation to the general meeting of shareholders regarding the
election of shareholder elected members on the board of directors,
remuneration to the members and deputies of the Board, the election
of the members and chairperson of the committee, and remuneration
to the members of the committee. The guidelines for the Nomination
Committee are adopted by the general meeting of shareholders and
include Hydro’s requirements for independence, shareholder interests,
competence, capacity and diversity.
Board of Directors
The Board held 11 members as of December 31, 2023. Seven are
elected by the general meeting of shareholders, four are elected by
and among the company’s employees in Norway. All shareholder
elected board members are elected for a period of up to two years.
The employee representatives on the Board each have a personal
deputy. In accordance with Norwegian law, the Board assumes the
overall governance of the company, ensures that appropriate
management and control systems are in place, and supervises the
day-to-day management as carried out by the President & CEO.
The Board works to ensure that sustainability is considered in the
company’s activities and value creation. The Board oversees that
Hydro has appropriate global directives for issues including risk
management, health and safety, people management, social
Industry relevant experience
Industry experience GICS 1510
Materials: upstream related
1)
Industry experience GICS 1510
Materials: downstream related
1)
Industry experience GICS 5510
Materials: utilities
1)
CEO / large scale leadership
CFO, finance and audit
committee
Corporate governance / legal and
public affairs
Workers and human rights
1)
Environment and climate
1)
The Board has asked the consultancy Spencer Stuart to assist them in evaluating the
competency within certain competence areas for all shareholder-elected board members.
The definitions used are:
• Practiced competence: experience from executive career
• Familiarity: expertise from non-executive career (boards, other)
1) Employee representatives bring significant experience