Corporate Governance

Selvaag Bolig wishes to maintain a high standard of corporate governance. This will strengthen confidence in the company, and contribute to long-term value creation by regulating the division of roles between shareholders, board and executive management over and above legal and regulatory requirements. Corporate governance in Selvaag Bolig is based on the following main principles.

  • Relevant and reliable information to all stakeholders, and identical information to all shareholders.
  • The independence of Selvaag Bolig’s board from the company’s executive management.
  • A clear internal division of roles and duties between board and executive management.
  • All shareholders treated equally and in accordance with applicable legislation.

1. Implementation and reporting on corporate governance


Selvaag Bolig regards corporate governance as an important subject, which deals with the relationship between society, the shareholders, the board of directors and the executive management of the company.

Selvaag Bolig ASA is a Norwegian public limited liability company listed on the Oslo Stock Exchange. The company is subject to section 3, subsection 3b of the Norwegian Accounting Act, which requires it to provide an annual statement of its principles and practice for corporate governance. This rule specifies the minimum information which the presentation must provide.

The Norwegian Corporate Governance Board (NCGB) has established the Norwegian code of practice for corporate governance (the code). Listed companies are required by the Oslo Stock Exchange to provide an annual overall presentation of their principles for corporate governance in line with the prevailing code. The current obligations for listed companies are available at, and the NCGB code can be found at

Selvaag Bolig observes the applicable code, published on 30 October 2014, in accordance with the “comply or explain” principle. This means that the individual points in the code are observed, but possible variances are accounted for. The company provides an annual overall presentation of its principles for corporate governance in its annual report, and this information is available at

Values base, ethical guidelines and CSR

Ethical guidelines and other policy documents have been formulated in accordance with the company’s values base. The company’s core values are concern for others and creativity, and these are well entrenched throughout the business.

The ethical guidelines contain general principles for business practice and personal behaviour, and are intended to serve as a starting point for the attitudes and basic views which will characterise Selvaag Bolig’s corporate culture.

Selvaag Bolig is also concerned with its corporate social responsibility (CSR), and wants to build homes in a positive manner which creates better cities and good living environments, and which gives housebuyers the greatest possible “residential value” at competitive prices.

Continuous efforts are made by Selvaag Bolig to minimise emissions, discharges and environmental pollution. At the same time, the company is an active driver in the public debate in order to ensure operating parameters which make it possible to build better homes and cities. No separate guidelines on CSR have been drawn up, since this subject is covered in the ethical guidelines and in policy documents related to the company’s values base. A presentation of CSR is also provided in this annual report.

More information related to the company’s vision, strategy, values and CSR can be found on its website at

The group’s general policy is that no unequal treatment or other forms of discrimination will occur on the basis of gender or ethnic background.

Selvaag Bolig pays special attention to environmental considerations in pursuing its housing development activities, and has incorporated concern for the natural environment in its planning and management systems.

2. The business

The business purpose of Selvaag Bolig ASA is “to acquire and develop housing projects with a view to sale, to buy and sell real property, and other activities associated with this, including business property. The company can participate in other companies at home and abroad related to housing development”. This Corporate governance in Selvaag Bolig appears in article 3 of the company’s articles of association, which are available on the company’s website at Selvaag Bolig’s goals and principal strategies are described in this annual report and on the website at Through annual strategy processes, the board considers whether the goals and guidelines derived from the strategies are unambiguous, adequate, well operationalised and communicated to employees, customers and other stakeholders.

3. Equity and dividends

Selvaag Bolig had an equity of NOK 2 699.2 million at 31 December 2016. The board regards this as acceptable in relation to the company’s business purpose, strategy and risk profile.


Selvaag Bolig’s aim is to manage the group’s resources in such a way that shareholders achieve a return in the form of dividend and rising share price which is competitive with comparable investments. The company’s is for dividend to be a minimum of 40 per cent of net annual profit, paid in two instalments over the year. However, the size of the dividend will be weighed against the company’s liquidity forecasts and capital adequacy. The company will maintain an equity ratio in the 32.5-40 per cent range over time NOK 0.65 per share was paid in September 2016 as dividend for the first half of that year.

This corresponds to NOK 60.9 million. Further a dividend of NOK 0.95 per share was paid in May 2017 for the second half of 2016, corresponding to NOK 89.1 million. That made the total dividend for 2016 NOK 1.60 per share. This corresponds to 50 per cent of net profit and amounts to NOK 150 million.

Purchase of Treasury shares

The board of Selvaag Bolig was mandated by the annual general meeting of 29 April 2016 to acquire the company’s own shares up to a total nominal value of NOK 18 753 137, corresponding to 10 per cent of the share capital. This mandate can be used for a possible later reduction in the share capital with the consent of the general meeting, for remuneration of the directors, for incentive programmes or as settlement for the possible acquisition of businesses, and for the purchase of shares where this is financially advantageous. The mandate can be exercised several times, and remains valid until the AGM in 2017 and in any event no longer than to 30 June 2017. The board will propose to the AGM that the mandate be extended by one year until the AGM for 2018.

Share saving programme for all employees and share purchase programme for management

The company has a share saving programme for those of its employees working more than half-time. This is because co-ownership by the workforce is expected to promote value creation through increased commitment and greater loyalty. A share saving programme encourages broad and long-term ownership and gives employees the opportunity to acquire a direct stake in the company’s value creation. Employees can purchase shares to a value of NOK 50 000 per year. The price per share is the stock market price less a discount of 20 per cent, conditional on a two-year lock-up period/restriction on sale. For the same incentive and reason, the company also has a share purchase programme for its executive management. The ceiling for annual investment in the share purchase programme is the individual’s annual gross bonus. The price per share is the stock market price less a discount of 30 per cent, conditional on a three-year lock-up period/restriction on sale. Selvaag Bolig owned 637 959 of its own shares at 31 December 2016. Following the implementation of share sales in connection with the incentive programmes, Selvaag Bolig owned 515 154 of its own shares at 20 February 2017. Since the share programmes will continue in 2017, the board will propose to the AGM that the mandate be extended by one year until the AGM in 2018.

Capital increase

The same AGM mandated the board to increase the company’s share capital by up to NOK 18 753 137. This mandate can be exercised several times, and remains valid until the AGM in 2017 and in any event no longer than to 30 June 2017. It replaces earlier mandates for similar purposes, and embraces capital increases in exchange for non-monetary considerations or the right to involve the company in special obligations. The mandate has not been utilised, and the board will propose to this year’s AGM that it be extended by one year until the AGM in 2018.

4. Equal treatment of shareholders and transactions with related parties

Equal treatment of shareholders Selvaag Bolig has one class of share and all the shares have equal voting rights. Emphasis is given in the work of the board and the executive management to treating all shareholders equally and to giving them the same opportunities to exercise influence. The company’s articles of association impose no restrictions on voting rights.

The company’s transactions in its own shares are conducted via the stock exchange or in other ways at the stock market price. In the event of an increase in share capital, existing shareholders will have a pre-emptive right to subscribe unless special considerations justify waiving this right. Any such waivers will be justified and published in a stock exchange announcement in connection with the increase in share capital.

Conflicts of interest and transactions with related parties

Selvaag Bolig is concerned to maintain an open and cautious approach to investments on terms which could be perceived as an undesirably close transaction or relationship between the company and a director, a senior executive or related parties of these. This is outlined in the company’s ethical guidelines and instructions for the board. Each director is duty-bound to assess at all times whether conditions exist which could objectively weaken general confidence in their impartiality or which could give rise to conflicts of interest. The company also monitors the various offices and the like held by directors as a source of information for the executive management in avoiding unintentional conflicts of interest.

Where transactions take place with related parties, they must be conducted at arm’s length and on market terms. The board has guidelines which ensure that executive personnel report to the board if they have a material interest, directly or indirectly, in a contract entered into by the company. In the event of not immaterial transactions between the company and related parties, the board will commission an independent valuation and make this known to the shareholders.

Transactions with related parties are reported in note 23 to the financial statements in the company’s annual report, and in the half-year report.

Principal shareholder

Selvaag Gruppen AS is the principal shareholder in Selvaag Bolig ASA, and Selvaag Bolig ASA is a subsidiary of the Selvaag Gruppen group.

5. Freely negotiable shares

No restrictions are placed on the negotiability of shares in Selvaag Bolig ASA by its articles of association.

6. General meetings

About the general meeting Shareholders exercise the highest authority in Selvaag Bolig ASA through the general meeting. The board makes provision to ensure that the general meeting is an effective forum for shareholders and directors.


The AGM is scheduled to take place from 10.00 on 21 April 2017 in the company’s premises at Silurveien 2 in Oslo.

Notice of meetings is sent to the shareholders by post and is made available on the company’s website 21 days before the general meeting at the latest. Detailed supporting documentation relating to items on the agenda, including the nomination committee’s recommendations, are posted to the company’s website 21 days before the general meeting at the latest. See article 9 in the articles of association. A shareholder can nevertheless request that supporting documentation for the general meeting be sent to them by post, and this right is enshrined in the company’s articles of association. The supporting documentation must contain all the details required by the shareholders to form a view of every item on the agenda.

All shareholders registered in the Norwegian Central Securities Depository (VPS) will receive the notice, and have the right to submit motions and to vote directly or by proxy. A financial calendar, which includes the date of the AGM, is available on the company’s website.

Registration and proxy form

Registration must be made in writing, by post, VPS account or e-mail. The board wishes to facilitate attendance by the largest possible number of shareholders at the general meeting. Shareholders who cannot attend in person are encouraged to appoint a proxy. Provision is made for the shareholder to specify separate voting instructions to their proxy for every item on the agenda. All information on the appointment of a proxy and the appropriate forms can be found on the company’s website.

Agenda and execution

The general meeting elects its own chair. The meeting is opened by the chair of the board, who also arranges for the election of a chair for the meeting. The AGM’s duties include adopting the annual financial statements and directors’ report, and considering the board’s declaration on the determination of executive pay and other remuneration.

Members of the nomination committee and its chair are elected by the general meeting. In addition, the general meeting considers such other matters as are assigned to it by legislation or the articles of association. The minutes of the general meeting are published via a stock exchange announcement and are made available on the company’s website at after the meeting.

The AGM in 2016 took place on 29 April, and about 62.5 per cent of the total issued shares and votes were represented.

Deviation from the code: According to the code, the board, the nomination committee and the auditor should attend. The chairs of the board and the nomination committee, as well as the chief executive, are always present to answer possible question. The whole board will attend if this is considered necessary in view of items on the agenda.

7. Nomination committee

Article 7 of the articles of association specifies that the company will have a nomination committee. Guidelines have been established on this committee’s duties and composition, and on the eligibility of candidates for election. These guidelines were adopted by the general meeting held on 30 August 2011.

Pursuant to the articles of association, the nomination committee will have three members elected for a one-year term. The majority of these members must be independent of the company’s board and executive management, and the committee must act in the interests of shareholders in general. The chair of the nomination committee is elected by the general meeting, which also determines the remuneration of the committee’s members. The nomination committee itself recommends members of the committee.

The present committee was elected at the AGM of 10 April 2013, with the exception of Leiv Askvig. He was elected at the extraordinary general meeting of 9 December 2014 to replace Peter Groth, who was elected to the company’s board at the same time. All the members of the nomination committee are up for election in 2017.

The nomination committee currently comprises:

  • Steinar Mejlænder-Larsen (chair)
  • Helene Langlo Volle
  • Leiv Askvig

The chair of the nomination committee is employed by Selvaag Gruppen. The duties of the nomination committee are to propose candidates for election as directors and to recommend fees for the directors, members of board sub-committees and members of the nomination committee. The report of the board’s annual self-assessment is considered by the committee. The committee will account for its work and present its recommendations, with justifications, to the general meeting. The recommendations must encompass relevant information about the candidates and an assessment of their independence from the company’s executive management and board. The committee should be in contact with shareholders, directors and the chief executive during its work on proposing candidates for the board, and entrench its recommendations with the company’s largest shareholders. The committee’s recommendations, with justifications, are made available 21 days at the latest before the general meeting takes place. Recommendations from the committee must meet the requirements for the composition of the board which derive at any given time from applicable legislation and statutory regulations.

8. Composition and independence of the board

Composition of the board

Pursuant to article 5 of the company’s articles of association, the board of Selvaag Bolig will comprise three-nine members. The chair and the shareholder-elected directors are elected by the general meeting, based on recommendations from the nomination committee.

The board currently comprises seven directors, of whom three are women.

Selvaag Bolig’s board is composed in such a way that it meets the company’s need for expertise, capacity and diversity. Weight is given to the whole board being in possession of a broad business and management background as well as in-depth understanding of the housing industry and property development. An overview of each director’s expertise, background and shareholding in the company is available on the company’s website at Employees of the business are represented on the board, and the number of these worker directors is specified in the applicable agreement on pay and conditions. At present, two directors are elected by the employees. None ofthe shareholder-elected directors are employed by or have carried out work for Selvaag Bolig.

Shareholder-elected directors are elected for one-year terms. Employeeelected directors are elected for one-year terms. All shareholder-elected directors are up for election in 2017. Directors’ fees are determined by the general meeting on the basis of a recommendation from the nomination committee.

Independence of the board

The composition of the board ensures that it can act independently of special interests, and it must also function effectively as a collective body to the benefit of the shareholders in general.

No shareholder-elected director is involved in the executive management. The chair, Olav H Selvaag, is a director of Selvaag Gruppen, and director Karsten Bomann Jonsen is the former chief executive of Selvaag Gruppen. Selvaag Gruppen is the company’s principal shareholder and, through subsidiaries and other investments, may have business relations with Selvaag Bolig as a supplier.

The other shareholder-elected directors are independent of Selvaag Bolig’s executive management and significant business relations.

See note 22 to the annual financial statements for information on the shareholdings of directors in Selvaag Bolig at 31 December 2016. By virtue of their position, each director is subject to the regulations on primary insiders, with clear rules related to such issues as the duty to investigate and report in the event of trading in the company’s shares.

9. The work of the board of directors

The board’s duties

The board of directors bears the ultimate responsibility for management of the group and for supervising the chief executive and the group’s operations.

That makes the board responsible for ensuring an acceptable organisation of the business and determining strategies, plans and budgets. The board participates in important strategic discussions throughout the year and undertakes an annual audit of the company’s strategy. Furthermore, the board is responsible for establishing control systems and for ensuring that the group is operated in compliance with the established values base, the ethical guidelines and the expectations of the owners for socially responsible operation. The board has a duty to ensure that the financial statements and asset management are subject to satisfactory controls. Matters of significant strategic or financial importance are dealt with by the board. The board is responsible for appointing the chief executive, establishing the chief executive’s instructions, authorities and terms of employment, and determining the chief executive’s remuneration. In addition, the board will protect the interests of the shareholders while also having a responsibility for the company’s other stakeholders.

A total of seven board meetings were held in 2016, all as physical gatherings.

Meetings % attendance
Olav Hindahl Selvaag 7 of 7 100 %
Karsten Bomann Jonsen 7 of 7 100 %
Gisele Marchand 7 of 7 100 %
Anne Sofie Bjørkholt 6 of 7 86 %
Peter Groth 6 of 7 86 %
Marianne Ørnsrud 6 of 7 86 %
Rune Thomassen1) 5 of 5 100 %

1)Joined the board in April 2016.

Instructions for the board

The board has adopted instructions which specify the rules and guidelines for its work and administrative procedures. These are reviewed annually or as required. The instructions for the board define the duties and obligations associated with its work, and its relationship with the chief executive. The chair is responsible for ensuring that the work of the board is conducted in a correct and efficient manner. The board works on the basis of an annual plan, with specified topics and issues for board meetings. The board evaluates its work and competence on an annual basis. This is done through a selfassessment which is summarised for the nomination committee. At least once a year, the board reviews the most important areas of risk as well as internal control in the company.

Instructions for the chief executive

The chief executive of Selvaag Bolig ASA is responsible for the executive management of the Selvaag Bolig group. The chief executive must also ensure that the financial statements comply with legislation and other relevant provisions, and that the group’s assets are managed in an acceptable manner. The chief executive is appointed by the board of directors and reports to it. The chief executive is duty-bound to keep the board continuously informed on the group’s financial position, operations and asset management. The board has also approved an authority structure for the company which clarifies the authority of the chief executive and the executive management in terms of which issues must be considered by the board.

Financial reporting

The board receives periodic reports with comments on the company’s financial status. Where interim reporting is concerned, the company observes the deadlines specified by the Oslo Stock Exchange.

Board committees

The board has found it appropriate to establish sub-committees to serve as preparatory and advisory bodies for the board.

Audit committee

The audit committee is elected by and from among the directors, and must comprise at least two directors. At least one of these should have experience from the exercise of accounting or financial management, or of auditing. Members of the audit committee are appointed by the board, and changes to its composition are made when the board might wish to do so or when the members cease to be directors of the company. The audit committee currently comprises the following members:

  • Gisele Marchand (chair)
  • Karsten Bomann Jonsen.

The company’s auditor also attends all the meetings.

The audit committee serves as a preparatory and advisory body for the board. It will (a) prepare the board’s follow-up of the financial reporting process, (b) monitor the systems forinternal control and risk management, (c) maintain ongoing contact with the company’s elected auditor concerning the audit of the annual financial statements, and (d) assess and monitor the independence and objectivity of the auditor in relation to the company, and particularly the extent to which services other than audit provided by the auditor represent a threat to the latter’s independence and objectivity in relation to the company. The audit committee met seven times in 2016.

Compensation committee

A compensation committee has also been established, comprising two directors who are independent of the company’s executive management. The members of the compensation committee are appointed by the board for two-year terms or until they cease to be directors of the company. The compensation committee currently comprises the following members:

  • Olav H Selvaag
  • Peter Groth

The compensation committee serves as a preparatory and advisory body for the board, and prepares issues for consideration and decision by the board concerning remuneration for the company’s executive management and associated matters. The compensation committee helps the board to shape principles and strategies for remunerating senior executives. While the compensation committee reports and makes recommendations to the board, the latter is responsible for acting on such proposals. The company has drawn up separate instructions for the compensation committee’s work, which contain further details on the committee’s duties, composition and procedures. The committee held eight meetings in 2016.

10. Risk management and internal control

Responsibility and purpose of the board

Risk management and internal control in Selvaag Bolig are intended to help ensure that the company takes a coherent approach to its operations, financial reporting and compliance with applicable legislation and regulations. The board is required to conduct an annual review of Selvaag Bolig’s risk management and internal control. Internal control also embraces the company’s values base, CSR and ethical guidelines, which apply to all company employees.

Board reviews and reporting

An annual strategy meeting is held by Selvaag Bolig to lay the basis for the board’s consideration and decisions during the year. The most important risk exposure areas and the internal control system are reviewed at this meeting.

A survey of the company’s risk factors and management is conducted regularly. This exercise plays a key role for the board’s strategy meeting, and defines the direction of further work on the company’s risk management. An overarching management model has been established for continuous follow-up, based on the group’s strategy, values base and ethical guidelines. In addition, principles have been drawn up for reporting in the key areas, as well as guidelines for central processes and activities. An authority matrix has also been established for delegating responsibilities to defined roles in the organisation. All employees have clear guidelines on the scope of their own authority and on the next level up for decisions or approvals.

Selvaag Bolig has established a set of internal procedures and systems which are intended to secure uniform and reliable financial reporting and operations. A quality assurance system has also been established to safeguard quality when executing the group’s projects. One component of this system is a review, conducted at least once a quarter, of risk in the projects and other parts of the business with a view to securing reliable financial reporting and, if required, specifying necessary risk measures. Planning, management, execution and financial follow-up of construction and production processes and projects are integrated in the Selvaag Bolig group’s commercial operation. Construction projects report systematically to the group management.

Selvaag Bolig’s consolidated financial statements are prepared in accordance with the applicable IFRS. The board receives periodic reports on the group’s financial results as well as a description of the status of the most important individual projects. In addition, quarterly financial reports are prepared and approved by the board ahead of interim reporting. The auditor attends meetings of the audit committee and board meetings related to the presentation of the preliminary annual financial statements. The company’s key risk factors are described in the directors’ report.

11. Remuneration of the board of directors

The general meeting determines directors’ fees annually on the basis of a recommendation from the nomination committee.

A total of NOK 1 842 000 was paid in directors’ fees for 2016. Fees paid to each director in 2016 are presented in note 22 to the annual financial statements. Directors’ fees are not linked to the group’s performance. No options are awarded to directors, and shareholder-elected directors have no agreement on a pension plan or on payment after their period of service has ended. None of the shareholder-elected directors do work for the company in addition to their directorship.

Directors observe general insider regulations for trading in the company’s shares. See note 22 to the consolidated financial statements for an overview of shares owned by directors.

12. Remuneration of executive personnel

As mentioned in section 9, a compensation committee comprising two directors has been established to support the board’s work on the conditions of employment for the chief executive and on the strategy for and main principles of remuneration for the company’s senior executives. The group’s guidelines for the remuneration of executive personnel are described in note 22 to the consolidated financial statements.

The main element in the remuneration scheme is fixed basic pay. Variable pay takes the form of bonus payments, based on objective, definable and measurable criteria. Such variable pay (bonuses) cannot exceed 150 per cent of basic pay for the executive management. No options have been awarded to employees or elected officers of the company.

These guidelines are presented annually to the general meeting in connection with its consideration of the financial statements.

13. Information and communication

Selvaag Bolig endeavours to ensure that all reporting of financial and other information is timely and correct, and based on openness and equal treatment of players in the securities market. The company observes the recommendations of the Oslo Stock Exchange on reporting investor information, which came into force on 1 January 2012. Information from Selvaag Bolig is published in the form of annual and interim reports, press releases, stock exchange announcements and investor presentations. All information regarded as significant for the valuation of the company is distributed and published on the Nasdaq messaging system, the Oslo Stock Exchange Newsweb messaging system and the company’s website at

The company presents its interim annual results by the end of February. Full financial statements, together with the directors’ report and the rest of the annual report, are made available to shareholders every year at least three weeks before the AGM, and by the end of April at the latest. Interim figures are reported within 60 days of the end of the quarter, in accordance with the rules of the Oslo Stock Exchange.

A financial calendar is published by the company for a year at a time, before 31 December as required by the rules of the Oslo Stock Exchange. This calendar is available on the websites of the company and the Oslo Stock Exchange.

The primary purpose of information from the company will be to clarify the company’s long-term goals and potential, including its strategy, value drivers and important risk factors. The company’s guidelines for investor relations provide more detailed specifications for the way information is handled in the group. Who will act as the company’s spokesperson on various matters has been defined. The chief executive of Selvaag Bolig will be the primary spokesperson to the financial market on behalf of the company.

14. Take-overs

The company’s articles of association place no restrictions on the purchase of shares in the company. In the event of a possible take-over bid, the board will help to ensure that the company’s shareholders are treated equally and that the group’s day-to-day operations are not disrupted unnecessarily. The board will seek to help ensure that the shareholders have sufficient information and adequate time to form an opinion on a take-over bid.

The instructions for the board of Selvaag Bolig ASA specify how the company will respond should an offer be made for the company’s shares. In such cases, the board will issue a statement which contains an assessment of the offer and a recommendation to the shareholders on whether they should accept it. In this assessment, the board should take account of such considerations as the way a possible take-over would affect long-term value creation in the company. A justification of the recommendation must be provided.

15. Auditor

The group’s auditor is elected by the general meeting. The board’s audit committee will present its report when the general meeting comes to elect the auditor. Selvaag Bolig’s auditor is PricewaterhouseCoopers.

Auditor’s relationship with board and audit committee

The auditor gives the board an account of its work and provides an assessment of the company’s financial reporting and internal control in connection with the annual financial statements. At this meeting, the board is briefed on which services in addition to auditing have been provided during the year. The auditor meets the board at least once a year without the executive management being present. The auditor has the right to attend Selvaag Bolig’s general meeting. Written confirmation must be provided once a year by the auditor to the board that the specified requirements for the independence of the auditor have been met.

The auditor attends the meetings of the audit committee. Once a year, the auditor must present the committee with the main features of the plan for conducting the audit work. The auditor will review possible significant changes in Selvaag Bolig’s accounting principles, assessments of significant accounting estimates and all significant conditions where disagreement has occurred between the auditor and the executive management. At least once a year, the auditor must review Selvaag Bolig’s internal control system with the audit committee – including identifiable weaknesses and proposals for improvement.

The board briefs the general meeting on the auditor’s fee, broken down between audit work and other services in addition to auditing.