The Board’s tasks
The Board of directors has overall responsibility for the management of BWG Homes and implementation of the company’s strategy. This also includes monitoring and supervision of BWG Homes’ operations. The management of BWG Homes draws up proposals relating to strategy, long-term goals and budget. The final budget is approved by the Board of directors. The CEO is appointed by the Board.
Board committees
The Board appointed an audit committee in December 2009. The members of the audit committee were elected by and from the Board of directors, for the same term of office as the shareholders-elected Board members. The audit committee consists of Hege Bømark (chairman) and Eva Eriksson. The members of the audit committee satisfy the requirements to independence and expertise as stipulated in the Public Limited Companies Act.
The area of responsibility and functions of the audit committee are defined in separate instructions adopted by the Board. The audit committee shall be a preparatory body for the Board, and will help provide more focus on good risk management and sound financial reporting and follow-up. The Audit Committee will start its work from 1 quarter of 2010.
Instructions for the Board
More detailed regulations relating to the Board’s areas of responsibility and administrative procedures are specified in separate instructions. The chairman is responsible for ensuring the Board’s work is performed in an efficient and correct way, in accordance with current legislation and the adopted instructions. The Board produces an annual plan for its work.
Instructions for the CEO
The CEO is responsible for the day-to-day operations of BWG Homes. The CEO also ensures that the accounts of BWG Homes comply with legislation and other relevant regulations, and that the assets of BWG Homes are managed responsibly.
The CEO is appointed by the Board of directors and reports to the Board. The CEO’s remuneration is decided by the Board. The CEO’s authority and areas of responsibility are defined in separate instructions adopted by the Board.
At March 2010 CEO Lars Nilsen has a 32.52 per cent holding in BWG Homes through his com-panies Lani Industrier AS, Lani Development AS and Lagulise AS.
Chairman of the Board
The chairman of the Board is res-ponsible for ensuring the Board’s work is well organised and effective. Board business is prepared by the CEO and management in consultation with the chairman of the Board. The chairman of the Board declares general meetings open. The deputy chairman chair Board meetings in the event that the chairman cannot or should not lead the Board’s work.
Meeting structure
Seven Board meetings are normally held during the year, plus a separate strategy meeting. Extraordinary Board meetings are held, if required, to deal with business which cannot wait until the next ordinary Board meeting. 12 Board meetings were held in 2009.
Participation in Board meetings in 2009:
Board member |
No. of meetings |
| Harald Walther |
9 |
| Eva Eriksson |
12 |
| Hege Bømark |
11 |
| Petter Neslein |
10 |
| Brit Hagelund |
12 |
| Tore Morten Randen |
12 |
| Einar Salbu |
12 |
The Board also has a fixed annual plan for its work. The annual plan encompasses approval of strategy, interim accounts, annual accounts and budget, review of risk areas, internal control, values and ethical guidelines, organisation structure and corporate governance principles. The Board annually evaluates the company’s management and organisation structure.
Financial reporting
The Board periodically receives reports on the company’s economic and financial status. Management submits and reports on the interim and annual financial statements. The Company follows the deadlines from the Oslo Stock Exchange for interim reporting.
Board’s evaluation of its own work
The Board carries out an annual evaluation of its own performance, working arrangements and competence. A summary of this evaluation is communicated to the nomination committee. The Board also carries out a similar evaluation of the CEO.