Proactive and transparent corporate governance is crucial for aligning the interests of shareholders, management, employees and other stakeholders. The Board of Directors believes that good corporate governance drives sustainable business conduct and long-term value creation. Yara’s Board is committed to upholding high standards for ethical conduct across the organization, and has zero tolerance for unethical behavior and violations of Yara’s Code of Conduct.
The Board of Directors and Executive Management of Yara International ASA review the corporate governance principles annually, reporting in accordance with the Norwegian Accounting Act § 3–3b and the Norwegian Code of Practice for Corporate Governance, most recently updated dated 23 October 2012. The Code contains stricter requirements than mandated by Norwegian law.
Board and management
Yara’s Board of Directors held nine meetings in 2013. The Board consists of five shareholder-elected members and three employee-elected members. The shareholder-elected members all have extensive line management experience from international industrial companies. Three of the eight members are women.
Yara has decided not to constitute a corporate assembly. Consequently, the Board of Directors is directly responsible to the General Meeting and the shareholders. A Compensation Committee was established in April 2004 and an Audit Committee was established in December 2006.
Yara’s Executive Management was organized along the same lines as the previous year, with some changes, accounted for in the MD&A section of this Financial Report. Jørgen Ole Haslestad remained CEO throughout the year.