The Board will implement instructions for the Board and the executive management, focusing on determining allocation of internal responsibilities and duties. The board of directors should ensure that members of the board of directors and executive personnel make the Company aware of any material interests that they may have in items to be considered by the board of directors. The objectives, responsibilities and functions of the Board and the CEO shall be in compliance with rules and standards applicable to the Group and are described in the Company's "Instructions for the Board of DOF".
The Board are encouraged to appoint board committees as such may yield efficiency in the Board's work, as well as secure a more thorough and independent handling of matters under the responsibility of the Board. In accordance with Norwegian law, the members of the Board, as a collegial body, are jointly responsible for making decisions. This means that no part of the decision-making responsibility can be delegated to board committees, thus making the role of appointed board committees preparatory for the final decision to be made by the Board as a whole. Where board committees are appointed, the Board shall issue specific instructions for their work. Furthermore, the board committees shall have the ability to make use of resources available in the Company or be able to seek advice and recommendations from sources outside of the Company.
The Board shall provide details of the appointment of board committees in the Company's annual report.
11.2.1 Audit committee
The Company is obligated to have an audit committee pursuant to the Norwegian public limited liability companies act and the Board has established one.
The duties and composition of the audit committee shall be in compliance with the Norwegian public limited companies act. The committee is a working committee for the Board, preparing matters and acting in an advisory capacity.
The members of the audit committee are elected by and amongst the members of the Board of Directors for a term of up to two years. The committee members must have the overall competence required to fulfil their duties based on the organisation and operations of the Company. The entire Board shall not act as the Company’s audit committee. At least one member of the audit committee should be competent in respect of finance and audit and one be independent of the Company.
The objectives, responsibilities and functions of the audit committee shall be in compliance with rules and standards applicable to the Company, as described in the Company's "Instructions for the audit committee".
11.3 Annual evaluations
The Board shall annually evaluate its performance and expertise for the previous year. This evaluation shall include the composition of the Board and the manner in which its member functions, both individually and as a group, in relation to the objectives set out for its work. The report shall be made available to the nomination committee.