Investor Relations

Corporate Governance 2011

Proactive and transparent corporate governance is crucial for aligning the interests of shareholders, management, employees and other stakeholders. Yara believes that good corporate governance drives sustainable business conduct and long-term value creation.

The Board of Directors and Executive Management of Yara International ASA review its corporate governance principles annually, reporting in accordance with the Norwegian Accounting Act § 3–3b and the Norwegian Code of Practice for Corporate Governance dated 20 October 2011.

Yara’s Board of Directors has decided to comply with the Norwegian Code of Practice for Corporate Governance, last updated 20 October 2011. The Code contains stricter requirements than mandated by Norwegian law.

In April 2011, Yara decided to initiate an external investigation related to the establishment and follow-up of its interest in Libyan Norwegian Fertiliser Company (Lifeco). In parallel, Yara notified The Norwegian National Authority for Investigation and Prosecution of Economic and Environmental Crime (Økokrim) of the possibility that criminal offenses may have occurred before October 2008 in connection with the negotiations preceding the company’s investment in Libya.

Yara subsequently widened its investigation to comprise other issues, including an earlier unrealized project aimed at establishing a joint venture in India, and an initial investigation uncovered a payment of USD 1 million to a third party. Økokrim launched an investigation following these notifications from Yara, and subsequently charged the company with violation of the Norwegian penal code paragraph 276a, cf paragraph 276b.

During 2012 the investigation has uncovered unacceptable payments from the company’s former associated entity in Switzerland. The Norwegian National Authority for Investigation and Prosecution of Economic and Environmental Crime (ØKOKRIM) has been notified of the new findings. Further investigations are now taking place to clarify how such payments have been carried out and authorized. The main findings will be published when the investigation report is finalized.

In June 2011 the Yara Board of Directors created an Ad Hoc Committee to follow up the investigations described above. The committee will follow up and communicate with management, the externally appointed investigator and external legal counsel. The Ad Hoc Committee reports on its work at every Yara Board meeting, and all decisions are made by the full Board of Directors.

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