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Corporate governance report

Effective corporate governance provides the foundation for value creation, which in turn is the ultimate goal for Aker ASA and holding companies* (Aker). It is a prerequisite for an industrial investment company to succeed. Corporate governance is therefore a key concern for Aker ASA’s Board of Directors (the Board) and employees, as well as in the exercise of ownership in Aker’s underlying companies.

Aker believes in active ownership. Shareholders with clearly defined strategic goals for the company and who are involved through the boardroom and direct dialogue with company management, promote shareholder value. The active ownership provides direction and purpose.

Aker’s main shareholder, TRG Holding AS, is actively involved in Aker through its main owner, Kjell Inge Røkke. Similarly, Aker is closely involved in the monitoring and follow-up of companies in which Aker is the main shareholder. Aker’s management model is discussed in the Board of Directors’ Report for 2023.

Pursuant to section 3-3b of the Norwegian Accounting Act and the recommendations in the Norwegian Code of Practice for Corporate Governance (NUES), the Board continuously reviews and updates the company’s corporate governance principles.

The individual recommendations of NUES are discussed below. Aker’s principles are largely consistent with the recommendations.

*The companies comprised by Aker ASA and holding companies is specified in Note 1 to the annual accounts of Aker ASA and holding companies, page 129.

1. Corporate governance
2. Business purpose
3. Share capital and dividend
4. Equal treatment of shareholders and transactions involving related parties
5. Shares and negotiability
6. Annual general meetings
7. Nomination committee
8. Board of directors
9. The work of the board of directors
10. Risk management and internal control
11. Board remuneration
12. Remuneration of executive management
13. Information and communications
14. Takeover
15. Auditor
16. Equality, diversity and inclusion