8.1 The composition of the corporate assembly should be determined with a view to ensuring that it represents a broad cross-section of the company’s shareholders.
8.2 The composition of the board of directors should ensure that the board can attend to the common interests of all shareholders and meets the company’s need for expertise, capacity and diversity. Attention should be paid to ensuring that the board can function effectively as a collegiate body.
8.3 The composition of the board of directors should ensure that it can operate independently of any special interests. The majority of the shareholder-elected members of the board should be independent of the company's executive management and material business contacts. At least two of the members of the board elected by shareholders should be independent of the company's main shareholder(s).
8.4 The board of directors should not include representatives of the company’s executive management. If the board does include members of the executive management, the company should provide an explanation for this and implement consequential adjustments to the organisation of the work of the board, including the use of board committees to help ensure more independent preparation of matters for discussion by the board, cf. Section 9.
8.5 The chairman of the board of directors should be elected by the general meeting so long as the Public Companies Act does not require that the chairman shall be appointed either by the corporate assembly or by the board of directors as a consequence of an agreement that the company shall not have a corporate assembly.
8.6 The term of office for members of the board of directors should not be longer than two years at a time.
8.7 The annual report should provide information to illustrate the expertise and capacity of the members of the board of directors and identify which members are considered to be independent.
8.8 Members of the board of directors should be encouraged to own shares in the company.
Members of the board are presented in the annual report. All members of the board elected by shareholders are considered to be independent of the group’s executive management. This also applies to material business partners. For a period of four months in 2007, the Vice Chairman of the Board, Leif Frode Onarheim, acted as the CEO of Marine Harvest.
The requirement of the code of practice as to the number of board members independent of the main shareholder(s) is complied with. The chairman of the board and one of the board members are employed by companies controlled by the company’s majority shareholder. The board finds it positive that long-term shareholders are represented on the board.
For more detailed information on the shares owned by the members of the board we refer to the relevant note in the 2007 annual report.
The company has no deviations from the code of practice.