DNV is incorporated as a foundation and is as such self-owned and independent.
Operating our business through limited liability companies with a commercial purpose, the aim of the governance structure is to ensure the combination of efficient business operations, good internal controls and integrity.
The formal framework for DNV’s corporate governance is found in the Norwegian Foundation Act. The Act prescribes that a foundation must have a Board of Directors and that only tasks specified in the Act may be placed with other bodies.
The Norwegian Corporate Governance Code (NUES) does not apply to DNV directly, but DNV has chosen to adopt the parts that are relevant for our specific structure of governing bodies taking into account that we are a foundation without shareholders. See more details about our various governing bodies in the navigation menu on the left.
Structure of governing bodies
The Board of Directors has approved a policy document that incorporates DNV’s vision, values and ethics. This document forms the platform for the Board’s work on business operations. DNV has a comprehensive set of instructions that are formalised in DNV’s Management System (DMS), covering all important business processes in order to ensure good controls, clarification of responsibilities and efficient operations.
The group CEO is responsible for the operational management of DNV including implementation of the Board’s strategy and decisions in the operational subsidiaries. There is a clear division of responsibilities between the Board of Directors and the group CEO. The Board has drawn up instructions for the group CEO.
The division of roles between the Council, including its subcommittees, the Board of Directors and the CEO are made to ensure sound corporate governance based on DNV’s special role within the framework of mandatory legislation.
DNV’s auditor is elected by the Council, subject to proposal by the Control Committee. An outline of the work plan by the auditor is put before the Board once a year. The auditor is always present at the Board’s discussion of the annual accounts. The auditor submits to the Board a written statement on compliance with the Statutory Audit Independence and Objective Requirement according to the Accounting and Auditor’s Act.
Employees are represented on the Council and the Board of Directors by direct election according to separate regulations approved by the Norwegian Company Democracy Committee. The elections are held among employees in the DNV Group worldwide.
The Board is informed of DNV’s financial status in each meeting. The internal control and corporate risk management includes financial reporting issues including risk assessments of changes in accounting principles, estimates and quality accounting data. According to the statutes of DNV the Council states its opinion on the annual report and financial statement, but as specified in the Foundation Act approval is at the authority of the Board of Directors.