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The Board of Directors is Veidekke’s highest administrative body and is directly responsible to the Annual General Meeting. Six members are elected by the shareholders, and three are elected by and among the employees. Board members are elected for one year at a time.
In 2003, Veidekke reached an agreement with its employees that the company would not have a corporate assembly. In return, the employees’ representation on the Board of Directors was increased. Since the Group does not have a corporate assembly, the Board elects its own chairman as laid down in the Public Companies Act. The Board also elects its own vice-chairman.
In determining the composition of the Board, importance is attached to safeguarding the joint interests of the shareholders and the skills, capacity and diversity of the company. Veidekke seeks to have at least one Norwegian, one Danish and one Swedish Board member. The composition of the Board of Directors of Veidekke ASA complies with the provisions of the Public Companies Act, regarding the percentage of women in listed companies.
The composition of the Board of Directors ensures that it is able to act independently of the shareholders’ interests. The Board’s rules of procedure also contain instructions for dealing with issues in which a Board member has a personal interest. The rules in the Articles of Association governing the election of the nomination committee help to ensure the Board of Directors’ independence.
All Board members who are elected by the shareholders are independent of the company’s management. For further information about existing authorisations, see “Shareholder Information”.