Corporate Governance

Orkla has one class of share and each share entitles the holder to one vote. Each share has a nominal value of NOK 1.25. Further information on voting rights at General Meetings is provided under point 6, General Meetings.

The company’s policy is to not dilute the shareholdings of existing shareholders. In accordance with this policy, there have not been any real share capital increases in the company in recent years. Should the Board of Directors wish to propose to the General Meeting that a departure be made from the pre-emptive right of existing shareholders in the event of a capital increase, such a proposal will be justified by the common interests of the company and the shareholders, and the grounds for the proposal will be presented in the notice of the General Meeting.

The company’s transactions in its own shares are effected on the market at market price, in accordance with good stock exchange practice in Norway. There are otherwise no provisions in Orkla’s Articles of Association that regulate the buyback or issue of shares.

Orkla is required to report on corporate governance under section 3–3b of the Norwegian Accounting Act (published on www.lovdata. no), the issuer rules for companies listed on the Oslo Stock Exchange (www.euronext.com) and the Norwegian Code of Practice for Corporate Governance issued by the Norwegian Corporate Governance Board (NUES) (www.nues.no). This statement of policy will be an item of business at Orkla’s Annual General Meeting on 18 April 2024. The company’s auditor has assessed whether the information provided in this statement with regard to section 3–3b of the Accounting Act is consistent with the information provided in the annual financial statements. The auditor’s statement may be found on page 178-180.

Orkla’s Board of Directors actively adheres to good corporate governance standards and will ensure that Orkla complies with the requirements of section 3–3b of the Accounting Act and the NUES Code of Practice at all times. Good governance is an integral part of the decision-making process in matters dealt with by the Board. The Board assesses and discusses the principles regularly, and has also considered this statement at a Board meeting.

In October 2022, the Board decided to establish a new corporate structure. Orkla is now an industrial investment company with ownership of more independent portfolio companies. Orkla’s new operating model took effect on 1 March 2023. In connection with the transition to the new model, the Board of Directors has established updated governance principles with clear owner requirements and expectations for Orkla companies, and the central corporate processes have been adapted to the new model.

The statement of policy is structured in the same way as the NUES Code of Practice, covers each point of the Code and describes how Orkla complies with the Code requirements.

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Orkla ASA Investor Relations Policy

We comply with the Oslo Børs Code of Practice for IR of 1 March 2021.

Purpose: 

The purpose of the Investor Relations function at Orkla ASA is to provide shareholders, debtholders, and the broader investment community with clear, accurate, and timely information about our financial performance, strategic initiatives, and long-term objectives. We aim to ensure that Orkla ASA is perceived as trustworthy, accessible, and professional, supporting fair pricing and regular trading of our shares.

Objectives:

1. Market Valuation: To support the fair valuation of Orkla ASA’s shares by ensuring that the market has a clear understanding of our financial performance and strategic direction.
2. Investor Confidence: To build and maintain strong relationships with the investment community by providing transparent and consistent information.
3. Regulatory Compliance: To adhere to regulatory requirements and best practices in investor relations.
4. Stakeholder Trust: To enhance stakeholder confidence through proactive and transparent communication.

Principles:

1. Transparent: We provide clear, accurate, and timely information on financial performance, strategy, and other material information to all market participants simultaneously.
2. Accessible: We maintain an open dialogue with investors, analysts, and other stakeholders through various communication channels.
3. Trustworthy: We ensure that all disclosed information is consistent, reliable, and compliant with regulatory requirements.
4. Engaged: We actively engage with the investment community to provide insights into Orkla ASA’s operations, strategy, and financial framework.

Practices:

1. Regular Reporting: We publish quarterly and annual financial reports, including comprehensive performance metrics and key performance indicators (KPIs).

2. Press and Stock Exchange Releases: We issue timely press and stock exchange releases to communicate significant developments, financial results, and strategic initiatives.
3. Roles and Responsibilities: The Chief Executive Officer, Chief Financial Officer, Senior Vice President of Investor Relations, and authorised Investor Relations Officers are Orkla's official spokespersons to the financial markets. 
4. Investor and Analyst Meetings: We host regular investor meetings, roadshows, and participate in industry conferences to engage directly with the investment and analyst community.
5. Guidance: We do not provide guidance on full financial results. Nonetheless, we might share guidance or targets for specific areas of activity.
6. Webcasts and Calls: We conduct quarterly earnings calls and webcasts to discuss financial results and answer questions from analysts and investors.
7. Digital Presence: We maintain an up-to-date investor relations section on the Orkla ASA website, providing access to financial reports, presentations, and FAQs.
8. Pre-Close Calls: Prior to our silent period, we publish a list of relevant factors for the quarter on the Orkla investor relations website. The list will include solely information in the public domain. 
9. Silent Periods: We observe silent periods beginning four weeks from the release of financial reports, during which we limit interactions with the investment community. During these periods, we only respond to general inquiries that are addressed in previously published information. We refrain providing any new information that could influence market perception, ensuring fair and equal access to all market participants. 
10. Board Involvement: Our Board of Directors is actively involved in overseeing the IR function and ensuring alignment with Orkla ASA’s strategic goals.