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Report 2011

The board of directors in WWH issues a report on WWH’s and its subsidiaries (the WWH group) corporate governance performance annually. Sound corporate governance is believed to strengthen the confidence in the company and contribute to the greatest possible value creation over time in the best interests of its shareholders, employees and other stakeholders.

 

 

 

A comply or explain principle

The report from the WWH board is based on the requirements covered in the Norwegian Code of Practice for Corporate Governance (the code), the Public Limited Companies Act and the Norwegian Accounting Act.

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Equal treatment of shareholders and transactions with close associates

The company has two share classes, comprising 34 637 092 A shares and 11 866 732 B shares.

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General meeting

The annual general meeting is normally held at the beginning of early in the second quarter.

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Executive committee and board of directors

- composition and independence

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Risk management and internal control

The WWH group’s internal control should contribute to sound control characterised by integrity, ethical values and attitudes in the organisation.

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Information and communication

The goal of the group’s communication is to enhance and protect the WW brand and the interests of its business partners.

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Equity and dividend

The company has a sound level of equity tailored to its objectives, strategy and risk profile. As of 31 December 2011, the total equity amounted to USD 1 673 million, corresponding to 38% of the total capital.

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Nomination committee

The general meeting appoints a nomination committee and has also approved guidelines for the committee’s work.

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Work of the board

The WWH board establishes an annual plan for its work. Eight regular board meetings are normally held every year including one strategy meeting.

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Remuneration of board of directors

Remuneration of board members is determined by the general meeting and is not dependent on the company’s results.

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Remuneration of executive personnel

The board determines group CEO’s remuneration and establishes the framework for adjustments for other employees.

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Auditor

The company’s auditor attends board meetings as required, and is present when the annual accounts are approved.

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