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 30 October 2014. The Code contains stricter requirements than mandated by Norwegian law.
Board and Management
Yara’s Board of Directors held 14 meetings in 2014. 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 companies. Three of the eight Board 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 structure was unchanged from the previous year. Torgeir Kvidal replaced Jørgen Ole Haslestad as CEO in October 2014, while Thor Giæver replaced Kvidal as CFO. Both Kvidal and Giæver hold acting positions while the Board evaluates a long-term CEO solution. A new CEO was recruited in mid-2014, but he subsequently withdrew before entering the position. Kaija Korolainen was appointed Chief Human Resource Officer effective from 1 June 2014.