Page 92 - Mantena Annual Report 2021

Deviation from the Code: Because the company is wholly-owned by the State, there are sections in the Code of Practice that are not considered relevant to Mantena. It is not stated how many board meetings each board member has attended. Otherwise, there are no deviations.
SECTION 9 WORK OF THE BOARD OF DIRECTORS
In accordance with the Norwegian Limited Liability Companies Act, there is a clear division of roles between the owner, the Board of Directors and the general manager.
The Board of Directors has overall responsibility for the management of the company. This means, among other things, that the Board of Directors establishes the Group’s overall objectives and strategy and ensures that the company’s activities are properly organised at all times by establishing the main principles for its this organisation, including ensuring that the administration has sufficient funds and sufficiently qualified personnel to ensure proper management. Matters of significant strategic or financial importance are dealt with by the Board of Directors. The Board of Directors must ensure that the Group has sufficient equity at all times to cover the risk and the size of the company within the Group.
The Board of Directors appoints and dismisses the Managing Director/CEO and determines his/her remuneration.
The instructions adopted for the Board provide more detailed rules on the Board’s work and procedures within the framework of the Norwegian Limited Liability Companies Act and the company’s articles of association. The Board instructions include provisions regulating the Board’s work and procedural rules.
The Board of Directors has issued a separate instruction on the Managing Director/CEO’s duties and obligations to the Board.
It is the responsibility of the person elected to chair the general meeting to ensure that all relevant matters incumbent on the Board are dealt with at the appropriate time. A Board member or the Managing Director/CEO may ask for the Board to consider certain matters.
The Chairman of the Board, in consultation with the Managing Director/CEO, will prepares the matters to be submitted to the Board.
A minimum of six Board meetings must be held each year. In 2021, 19 Board meetings were held.
The Board of Directors checks for possible conflicts of interest at the start of each Board meeting.
According to the Board instructions, a Board member may not participate in discussions or decisions on questions of importance to him/herself or to any close associate of the member who may
be deemed to have a strong personal or financial interest in the matter. The Board of Directors has a particular focus on following up possible conflicts of interest.
The Board of Directors carries out an annual evaluation of its work and competence.
A board committee for hiring of new Managing Director/CEO and a board committee for finance were established in 2021.
Deviations from the Code: None
SECTION 10 RISK MANAGEMENT AND INTERNAL CONTROL
Risk management and good control systems are an integral part of Mantena’s business. The company’s internal control routines should make it possible to identify and manage risk, provide for effective and targeted management of operations, and ensure good quality of the Group’s external and internal financial reporting. Improving internal control routines is a continuous process.
The company has common processes and procedures documented in Mantena’s management system. For each process, a process owner has been identified, who is responsible for documentation of the processes, ongoing improvement work and anchoring.
It is the responsibility of the Board to ensure that the company has satisfactory control procedures and systems in place for risk management in light of the scope and nature of the company’s activities. In this connection, the Board of Directors receives an annual review of the company’s most important risk areas and internal control procedures.
Mantena is certified according to NS-EN ISO 14001:2015 Environmental Management Systems. All activities in Mantena must be carried out with a view to protecting the environment and preventing or mitigating adverse environmental impacts. Mantena is also certified according to NS-EN ISO 9001:2015 Quality Management Systems, and meets international requirements for good quality management. The company’s management system for quality and environmental management is process-oriented and emphasises ongoing improvements and customer satisfaction. It is adapted to all business processes that affect quality and environmental management. Mantena’s ISO certifications include all business areas and apply to the entire company.
Risk management in Mantena
Mantena’s risk management aims to help optimise the company’s value creation and growth. Risk assessments should capture a comprehensive picture of risk related both to changes in external conditions and to the internal operation and development of the company.
Financial reporting
Mantena has decided on uniform accounting principles for every business area. The reporting complies with the standards laid down
92 Annual Report 2021