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Ownership and management

    Good corporate governance in Avinor should ensure maximum value creation and reduce the company's risk. The company's core values and ethical guidelines are fundamental premises for Avinor's corporate governance.

    Avinor has issued bonds listed on the Oslo Stock Exchange and the Luxembourg Stock Exchange. The Accounting Act § 3-3b stipulates that entities required to keep accounts, which are issuers according to the Securities Trading Act § 5-4, must explain their principles and practices regarding corporate governance in the annual report or in a document referenced in the annual report.

    Point 3.10 in the Oslo Stock Exchange’s document "Bond Rules – Listing Requirements and Continuing Obligations" stipulates that the borrower must explain their principles and practices regarding corporate governance in a similar manner. The Accounting Act is available at www.lovdata.no. The rules of the Oslo Stock Exchange are available at www.oslobors.no.

    The state as an owner focuses on ensuring that state-owned companies follow the "Norwegian Code of Practice for Corporate Governance". The board emphasizes that the corporate governance in the group should follow this recommendation as far as it is applicable.

    Norwegian Code of Practice for Corporate Governance is available at www.nues.no 

     

    1.Report on Corporate Governance

    This report is prepared in accordance with the Norwegian Code of Practice for Corporate Governance, with adjustments due to Avinor being a wholly state-owned limited company. In addition to the general provisions of the Companies Act, special regulations for state-owned companies apply.

    The fundamental prerequisite for Avinor's operations is that safety considerations are the most important and take precedence over other considerations. Next, the greatest emphasis is placed on providing efficient services to customers and the community.

    Avinor is owned by the Ministry of Transport. The company refers to the state's latest ownership report, Meld.St.6 (2022-2023), but its direct ownership dialogue is with the Ministry of Transport.

     

    2. Operations

    Avinor is a group with activities within the transport sector in Norway. The parent company, Avinor AS, is wholly owned by the state through the Ministry of Transport and is classified as a category 2 company. This means the state's goal is sustainable and as efficient as possible achievement of sectoral policy objectives. Companies in this category primarily do not operate in competition with others. The group's headquarters is in Oslo. The company's operations are described in the articles of association, which are available on www.avinor.no.

    Avinor's mission is to operate a comprehensive system of 43 airports and the overall air navigation services for the civil and military sector in Norway.The business is based on maintaining and developing essential societal tasks in all parts of the country, and it should be conducted with a high priority on safety and emphasis on environmental considerations. To meet the owner's requirements, strategic main goals have been established, divided into the areas of economy, customers and society, internal processes, and organizational development. Avinor aims to create value in a sustainable way. The corporate policy for environment and social responsibility describes the overarching principles for environment and climate, and social responsibility/sustainability in Avinor. The OECD guidelines for responsible business conduct serve as the basis for the work on sustainability. Avinor is affiliated with the Global Compact, the UN's global initiative for business sustainability efforts, and reports on sustainability according to GRI, the Global Reporting Initiative. The purpose is to improve Avinor's own environmental performance, be a driving force in the environmental and climate work in the aviation industry, and to be a leader in sustainability efforts in Norwegian aviation. The corporate ethical guidelines were last revised in the fall of 2022. The guidelines express the corporation's attitudes when dealing with customers, suppliers, colleagues, and other surroundings. Ethical guidelines are available at www.avinor.no. Avinor is a member of Transparency International Norway and Ethical Trade Norway.Share capital and dividends The company's share capital is NOK 5,400,100,000 divided into 540,010 shares, each with a nominal value of NOK 10,000. According to Article 5 of the articles of association, the group's equity must always be at least 40 percent of the sum of the company's recorded interest-bearing debt and equity at any given time. Until December 31, 2024, Avinor is permitted to deviate from the requirement in Article 5, with the minimum equity during this period to be at least 35 percent. Avinor AS is a wholly state-owned company. The rights of the shareholders are safeguarded by the responsible minister or their representative at the general meeting. The general meeting is not bound by the board's proposal for the distribution of dividends. The determination of dividends is made annually. The Office of the Auditor General of Norway monitors the administration of the state's interests and may conduct necessary investigations. No board authorization has been granted to increase the capital. Equal treatment of shareholders and transactions with related parties Avinor AS has one class of shares. The shares are owned by the state, and this point in the NUES recommendation is not considered relevant for Avinor. Free transferability The shares are owned by the state, and this point in the NUES recommendation is not considered relevant for Avinor.General Assembly The Minister of Transport constitutes the company's general assembly and is the highest authority of the company. In accordance with the Companies Act § 20-5, the Ministry of Transport and Communications calls for both ordinary and extraordinary general meetings. The ministry also determines the method of notification. The invitation to the general meeting should normally be given with at least a week's notice, in reference to the Companies Act § 20-5 in reference to § 5-10. An ordinary general meeting is held every year by the end of June. According to the articles of association, the ordinary general meeting shall approve the annual accounts and the annual report, including the distribution of dividends. In addition, the approval of remuneration for the auditor, the determination of board remuneration for the upcoming period, a declaration on the determination of salary and other remuneration to senior executives, as well as the appointment of shareholder-elected members to the board and possibly other matters that by law or articles of association fall under the general meeting, are also addressed. The board members, the general manager, and the auditor who audited last year’s accounts are summoned to the ordinary general meeting. The chairman of the board and the CEO are required to attend the general meeting. The other board members, as well as the auditor and the Office of the Auditor General, have the right to attend. The agenda is set by the Ministry of Transport and Communications. The minutes from the general meeting are public. 7. Nomination Committee The general meeting of Avinor AS consists of the state represented by the Ministry of Transport and Communications.The general meeting has not appointed a nomination committee. 8. Board, Composition and Independence The board consists of eight members. Five of the board's members are elected by the general meeting, and three members are elected by and among the group's employees. There are no deputy members for the shareholder-elected board members. The chair of the board is elected by the general meeting. All board members are elected for two years. The Ministry of Transport and Communications does not have its own board members, but in accordance with the state's principles for good ownership, all board members are expected to seek to safeguard the common interests of the company and shareholders. The board's composition is such that it collectively can safeguard the owners' interests and the company's need for competence, capacity, and diversity. Senior executives are not members of the group board, and do not own shares in the company. The Corporate Democracy Committee has approved a group arrangement that involves employees of Avinor AS and its subsidiaries being eligible for election to the group board. Elections are held by and among employees every two years. The owner conducts annual conversations with each board member. At the turn of the year 2023/2024, the board consisted of: Chair since 2018 Anne Carine Tanum Vice-chair since 2012 Ola H.Strand 
    Board member since 2016 Linda Bernander Silseth 
    Board member since 2021 Rolf Gunnar Roverud
    Board member since 2022 Inger Lise Strøm
    Employee-elected board member since 2011 Heidi Anette Sørum 
    Employee-elected board member since 2023 Mari Halvorsen Sundgot
    Employee-elected board member since 2023 Sverre Ivar Elsbak

    Information about each board member is available at www.avinor.no. 

     

    9.Board Work

    The board follows the requirements of the company act for the management and supervision of the company. In accordance with the bylaws, the board must ensure that the company takes social responsibility, referred to in this report as responsibility for sustainability. The board's tasks are set out in its own instructions. The instructions are reviewed annually and updated when relevant regulations change and otherwise as needed. The board establishes an annual plan for its work with a particular focus on goals, strategy, and execution. The board conducts an annual evaluation of its work and competence.

    The board's instructions have a separate section on impartiality where it is stated that each board member is responsible for raising matters of an impartial nature and should step aside when dealing with a case where they have a conflict of interest. In cases of doubt, the question should be referred to the chair of the board. It should be recorded in the board minutes when a board member is disqualified in a particular case.

    Avinor has a director's liability insurance that covers the legal liability for damages that the board and senior employees may incur as a result of a negligent act.

    The directors' liability insurance also covers legal expenses for claims directed at the board, and it is an essential component of the coverage. The insurance sum is based on a general assessment of risk. All boards in the group are covered. The CEO's responsibilities and tasks are set out in instructions determined by the board. The instructions are reviewed annually and updated as needed. Internal group agreements are made according to the principles of arm's length on standard commercial terms and principles. All such agreements are in writing. Transactions with Related Parties The board is not aware of any non-trivial transactions in 2023 between the company and shareholders, board members, senior executives, or their related parties. Board members and senior executives keep a continuous overview of their and their related parties' positions and roles outside the Avinor group. Spot checks are conducted against publicly available information. The overview is also subject to verification against the group's supplier register. There were 10 board meetings held in 2023, including one extraordinary meeting. Participation in the meetings was, with a few exceptions, complete. The board has established audit and risk management committees as preparatory and supportive bodies for the board in its responsibility for financial reporting, auditing, internal control, and overall risk management.The committee had 5 meetings in 2023. The committee at the turn of the year 2023/2024 consists of: Inger Lise Strøm (leader) Rolf Gunnar Roverud Heidi Sørum The board has established HR, compensation, and HSE committees as preparatory bodies in matters concerning remuneration for senior executives in the company and HSE. The committee will prepare guidelines for and cases on remuneration for senior executives and carry out ongoing assessments and monitoring of the group's policy in this area. Furthermore, the committee will support the board in its responsibility for internal control, the board's report, and annual report, and the overall HSE risk profile. The committee had 4 meetings in 2023. The committee at the turn of the year 2023/2024 consists of: Anne Carine Tanum (leader) Linda Bernander Silseth Sverre Ivar Elsbak 10. Risk Management and Internal Control To ensure comprehensive management of the company, a separate management system has been developed, which includes management documents, emergency plans, security procedures, and processes to manage and control operations. Annual risk analyses are conducted for the group's activities, and measures are evaluated and implemented to manage the risk profile. The board annually reviews the company's risk management and internal control. As part of the group's internal control system, Avinor has established an internal audit function.The group's internal audit function works according to a mandate established by the board and in accordance with standards set by the Institute of Internal Auditors (IAA). The group audit is intended to help the organization achieve its goals by using a systematic and structured approach to evaluate and improve the effectiveness and appropriateness of the organization's risk management, internal control, and governance processes. The internal audit should provide targeted and structured feedback on Avinor's compliance with established policies, group standards, and procedures, and establish measures on critical areas within the business. The internal audit should also provide advice to contribute to improvements in Avinor's management and control processes, as well as help increase value creation within the group. The internal audit in Avinor is outsourced and handled by an external audit firm. The internal audit reports functionally to the board through the chair of the audit and risk management committee and is functionally independent of management and control functions within the group.Administratively, the internal audit reports to the Executive Vice President of Strategy and Corporate Governance. *Systems for internal control and risk management related to the financial reporting process* Avinor's ethical guidelines and values, along with the company's organization, management forums, and reporting lines, form the foundation for a solid internal control environment related to financial reporting. Business and support processes essential to financial reporting have been identified. This includes processes related to investment projects, revenues, financial items, financial closing, and the IT systems that support these processes. Overall risks are managed and assessed centrally, while transaction handling is subject to both central and decentralized controls. Significant emphasis is placed on thorough documentation and assessment of significant judgment items. Control measures are implemented during the ongoing accounting production and through the continuous financial monitoring. Systems for evaluating/monitoring the internal control related to the financial reporting process are under development and are continuously assessed. **11. Remuneration of the Board** The remuneration of the board and its subcommittees is determined by the general meeting. The remuneration is not dependent on performance, and no options are issued to the board members.Shareholder-elected board members typically do not perform specific tasks for the company beyond board duties. Compensation for board members is disclosed in a note to the annual financial statements. Compensation for executive management The board has developed guidelines for determining salaries and other compensation for senior executives. The guidelines are intended to support the group's strategy, long-term interests, and financial sustainability. The guidelines are prepared in accordance with § 8 of the articles of association and align with the state's guidelines for executive salaries in companies with state ownership. Furthermore, the board has prepared a report on executive salaries that addresses the executive compensation policy implemented in the previous fiscal year. Both the guidelines and the report are addressed at the annual general meeting. Information about total compensation and the board's guidelines for determining salaries and other compensation for senior executives are discussed in a note to the annual financial statements. Information and communication Public information about the group is provided by the group's management. The group prepares a financial calendar each year, listing dates for the publication of financial information. The financial calendar is available on the company's website and on the Oslo Børs pages.Financial information is published in the form of a stock exchange announcement before it is made available on www.avinor.no. The group presents a complete annual financial statement along with an annual report and management report at the end of March. Financial figures are reported quarterly. According to the bylaws, the board shall each year present a plan for the company with subsidiaries to the Minister of Transport. The content of the plan shall include the following aspects: - Status description of the market and the group, including the development of the group since the previous plan was presented. - Main features of the group's business activities in the coming years, including major reorganizations, further development, and liquidation of existing businesses and development of new ones. - The group's investment level, significant investments, and financing plans. - Assessments of the economic development during the plan period. - Report on measures and results regarding the company's public mandate, socially assigned tasks, and corporate social responsibility. The board shall submit significant changes in such plans previously presented to the Minister of Transport. 14. Corporate Takeover The state, through the Ministry of Transport, is the sole owner of Avinor AS. On this basis, this point in the recommendation is considered not to be relevant for the company.