Corporate governance

SpareBank 1 SMN presents, in accordance with the Accounting Act (Regnskapsloven) § 3-3b and the Norwegian Code of Practice for Corporate Governance of 23 October 2012, a report on its policies and practices for corporate governance.

Accounting Act, § 3-3b, second subsection

The following explains how the Accounting Act section 3-3b, second subsection, is complied with at SpareBank 1 SMN. The numbering represents the equivalent numbering in the subsection concerned.

The outline of principles and practices associated with corporate governance must, according to the first subsection, as a minimum include the following:

1. “A statement of recommendations and rules for corporate governance which apply to the company or which it chooses to abide by”: policies and practices for corporate governance at SpareBank 1 SMN are based on Norwegian law and the group complies with the Norwegian Code of Practice for Corporate Governance to the extent appropriate to savings banks with equity certificates. Reference is made to point 1 of this report, Report on Corporate Governance, for further details.

2. “Information on where recommendations and rules as mentioned in no. 1 are publicly available”: the Code of Practice for Corporate Governance is available at nues.no.

3. “A justification must be given for any deviation from recommendations and rules as mentioned in no. 1”: any deviations from recommendations and rules are commented under the report on compliance with the Code of Practice below.

4. “A description of the main elements in the company’s and – for entities legally bound to maintain accounting records that prepare consolidated accounts – in the event also the group’s systems for internal control and risk management associated with the financial reporting process”: reference is made to point 10 of the Norwegian Code of Practice for Corporate Governance below for a description of internal control and risk management associated with the financial reporting process.

5. “Provisions of articles which, in whole or in part, expand or diverge from provisions of the Public Limited Companies Act chapter 5”: reference is made to point 6 under the Norwegian Code of Practice for Corporate Governance below for a description of SpareBank 1 SMN’s compliance.

6. “The composition of the board of directors, corporate assembly, supervisory board and control committee; any working committees for these bodies, and a description of the main elements of applicable instructions and guidelines for the work of these bodies and any committees”: refer to points 6, 7, 8 and 9 under the Norwegian Code of Practice for Corporate Governance below.

7. “Provisions of articles of association which regulate the appointment and replacement of board members”:  refer to point 8 below for an outline of the recommendation.  

8. “Provisions of articles of association and authorisations which empower the board of directors to decide if the company shall repurchase or issue treasury shares or equity certificates”: see point 3 under the Norwegian Code of Practice for Corporate Governance below.

Norwegian Code of Practice for corporate governance

The following explains how the 15 points set out in the Norwegian Code of Practice for Corporate Governance of 21 October 2010 are complied with at SpareBank 1 SMN.

Report on corporate governance

(Point 1 of the Code of Practice)

There are no significant deviations between the Code of Practice and compliance with the Code of Practice at SpareBank 1 SMN.

The Code of Practice applies to the extent appropriate to savings banks with equity certificates. Any deviations are explained below.

SpareBank 1 SMN has established its own corporate governance policy, and will further develop this policy within the framework of applicable laws and recommendations emanating from leading environments.

Through its corporate governance policy, the bank aims to ensure sound management of its assets and give added assurance that its stated goals and strategies will be attained and realised. Good corporate governance at SpareBank 1 SMN encompasses the values, goals and overarching policies by which the bank is governed and controlled with a view to secure the interests of EC holders, depositors and other stakeholders in the bank. The bank adheres to the “Norwegian Code of Practice for Corporate Governance” to the extent appropriate to savings banks with equity certificates.

The bank gives special emphasis to:

• a structure assuring targeted and independent management and control
• systems ensuring monitoring and accountability
• effective risk management
• full information and effective communication
• non-discrimination of EC holders and a balanced relationship with other stakeholders
• compliance with laws, rules and ethical standards

Staff at SpareBank 1 SMN must be recognised for their high ethical standards. This means that they must display a conduct that is perceived as confidence inspiring, honest and trustworthy and in compliance with the norms, rules and statutes by which the society is governed in contexts where the staff is identified with the Group. SpareBank 1 SMN’s ethical rules encompasses impartiality, relationships with customers, suppliers and competitors; securities trading; insider rules and relevant finances of the individual. This body of rules applies to all employees and elected officers in governing bodies.

All staff and elected officers at SpareBank 1 SMN are obliged by external requirements and internal guidelines to regard as confidential any information about the Group’s or a customer’s circumstances which comes to their knowledge in the course of their work. This duty of confidentiality applies not only in respect of third parties but also towards colleagues who have no need for the information in question in their work. Further, no SpareBank 1 SMN staff may, via computer systems or by any other means, actively seek information about other colleagues or customers that is not necessary for their work. SpareBank 1 SMN’s ethical rules stipulate that a staff member must immediately inform his/her superior or other contact persons defined in a special whistleblowing procedure if he/she learns of circumstances that breach applicable external statutes and rules or constitute significant violations of internal provisions. Staff members who report misconduct in accordance with internal procedures will not be subjected to any retaliatory action as a result of the disclosure.

Corporate social responsibility is an integral aspect of the bank’s operations and expressed through the strategies, measures and activities we plan and execute. Corporate social responsibility is expressed through the way we manage our resources and dialogue with employees, owners, customers, local communities and other stakeholders. Further, a procurement strategy has been established in which outlines the ethical framework, requirements for suppliers and criteria applied by the bank when making purchases.

Reference is also made to a separate chapter on corporate social responsibility in this annual report.

Deviations from point 1 of the Code of Practice: None

Operations

(Point 2 of the Code of Practice)

SpareBank 1 SMN is an independent financial services group in the SpareBank 1 Alliance. The bank’s vision is to be the recommended bank. According to its articles of association, SpareBank 1 SMN’s goal is to promote savings by accepting deposits from depositors and manage the funds at its disposal in a secure manner in accordance with the statutory rules applying at any and all times to savings banks. The bank can transact all ordinary banking business and banking services in accordance with the prevailing legislation. The articles of association can be found on the bank’s website.

The bank’s business mission is to provide financial advisory services to private individuals, enterprises and public sector primarily in North and South Trøndelag, Møre and Romsdal, and Sogn and Fjordane, to enable them realising their goals through the facilities it provides for investments, saving, payments and protection of lives and assets. The group also provides real estate agency, asset management, leasing and accountancy services in the same geographical areas and to the same customer groups.

Our core values are closeness and capableness. That means being close to our customers through personal contact and taking the initiative to meet the customer with the best advice and products as well as being a pro-active mainstay in the region. Capableness entails offering a broad range of products that is right for the times, and having a professional competent staff with high quality skills. We strive for high ethical standards in everything we do and want our customers to feel that their need for financial advice and services is met in a professional and expert manner.

EC capital and dividends

(Point 3 of the Code of Practice)

The Board of Directors continuously assesses the capital situation in light of the company’s goals, strategy and desired risk profile. As of 31 December 2013 SpareBank 1 SMN’s equity capital totaled to NOK 11,2 bn. As of the same date the Tier 1 ratio was 13,0 per cent and common equity tier 1 (CET1) ratio 11,1 per cent.

For detailed information on capital adequacy, refer to the relevant note in the annual report. For a further description of the rules governing capital adequacy and principles on which SpareBank 1 SMN bases its assessment of capital need, refer to the Group’s Pillar 3 report published at smn.no, and the chapter concerning risk and capital allocation in this annual report.

Dividends

SpareBank 1 SMN aims to manage the Group’s resources in such a way as to provide EC holders with a good, stable and competitive return in the form of dividends and a rising value of the bank’s EC.

The net profit for the year will be distributed between the owner capital (the EC holders) and the ownerless capital in accordance with their respective shares of the bank’s total equity capital.

SpareBank 1 SMN’s intention is that up to one half of the owner capital’s share of the net profit for the year should be disbursed in dividends and, similarly, that up to one half of the ownerless capital’s share of the net profit for the year should be disbursed as gifts or transferred to the foundation Sparebankstiftelsen SMN. This assumes that capital adequacy is at a satisfactory level. When determining dividend payout, the profit trend expected in a normal market situation, external framework conditions and the need for tier 1 capital will be taken into account. The bank’s supervisory board sets the annual dividend payout based on the Board of Directors’ recommendation. The dividend policy is available at the bank’s website.

Deficits

Any deficit is to be covered by pro rata transfer from the ownerless capital, including the gift fund and any owner capital in excess of that stipulated in the articles of association, including the dividend equalisation fund. Deficit that is still not covered will be so by pro rata transfer from the EC premium account and compensation fund, thereafter by reduction of the EC capital stipulated in the articles of association.

Acquisition of treasury equity certificates

SpareBank 1 SMN’s Board of Directors are authorised to buy treasury ECs for up to 10 per cent of the bank’s owner capital, and such purchases must be made by trading on the securities market via the Oslo Stock Exchange. The total volume of ECs held by the bank and/or in which it has a consensual security interest may not exceed 10 per cent of the bank’s owner capital. Each EC may be bought at prices between NOK 1 and NOK 200. The authorisation is valid for 13 months from the adoption of the resolution at the supervisory board’s meeting on 21 March 2013.

Increase of capital

Authorisations to the Board of Directors to increase the bank’s EC capital are given for specific and defined purposes. As at 31 December 2013 there are no authorisation for the Board of Directors to increase the capital of SpareBank 1 SMN.

Deviations from point 3 of the Code of Practice: None

Non-discrimination of shareholders and transactions with related parties

(Point 4 of the Code of Practice)

SpareBank 1 SMN has one class of ECs. Through the articles of association and Board of Directors, emphasis is given to equal treatment of all EC holders and equal opportunity for them to exercise influence. All ECs confer an identical voting right. The bank abides by the financial institutions act’s provisions regulating holdings and voting rights insofar as these provisions apply to savings banks with equity certificates.

In the event of an increase of capital, existing EC holders have pre-emptive rights unless special circumstances indicate that this rule should be deviated from. Such deviation will be explained. SpareBank 1 SMN has at irregular intervals launched private placings with the employees. Such increases of capital have been designed to strengthen employees’ ownership of the bank and interest in the bank’s capital instrument. Any exercise of the Board of Directors’ authorisation to acquire treasury certificates must be made by trading on the securities market via the Oslo Stock Exchange.

Transactions with related parties

Under instructions in force for the Board of Directors, a director is barred from participating in the consideration of, or decision in, any matter whose significance to himself or to any related party is such that the director is to be regarded as having, directly or indirectly, a particular personal or financial interest in that matter. The same follows from the SpareBank 1 SMN’s ethical guidelines. Each director is obliged to personally verify that he or she is not disqualified from participating in the treatment of a matter. Any agreement between the bank and a director or the Group CEO must be approved by the Board, as must any agreement between the bank and a third party in which a director or the Group CEO has a particular interest. Directors are required to disclose on their own initiative any interest the individual or related party concerned may have in the decision taken in a matter. Unless the director him/herself opts to step back from the consideration or decision of a matter, the Board shall decide whether or not the director shall step back. In the assessment due importance must be given to all forms of personal, financial or other interests on the part of the director and to the bank’s need for public confidence in its business activity. The Board’s assessments of legal (in)capacity must be duly recorded.

Free transferability

(Point 5 of the Code of Practice)

The bank’s equity certificate is quoted on the Oslo Stock Exchange with the ticker MING and is freely transferable. The articles of association contain no restrictions on transferability.

Deviations from point 5 of the Code of Practice: None

General meeting (supervisory board) 

(Point 6 of the Code of Practice)

A savings bank is basically a ‘self-owned’ institution, and its governance structure and the composition of its governing bodies differ from those of limited liability companies; see Section 7 of the Savings Banks Act which sets outs the bodies which a savings bank must have – a supervisory board (also termed ‘committee of representatives’ or ‘board of trustees’), control committee and board of directors. The bank’s highest body is the supervisory board comprising EC holders, depositors, employees and representatives of the public authorities.

The supervisory board sees to it that the bank operates in line with its mission and in conformity with law, its articles of association and decisions of the supervisory board.

The supervisory board has 43 members and 32 alternates with the following representation:

• EC holders: 17 members and 10 alternates
• county councils of South Trøndelag, North Trøndelag and Møre and Romsdal: 8 members with 8 alternates
• depositors: 8 members with 8 alternates
• employees: 10 members with 6 alternates

According to the legislation, elected members must in aggregate reflect the savings bank’s customer structure and other stakeholder groups and its role in society. At savings banks that have issued transferable ECs, at least one-fifth and not more than two-fifths of the members of the supervisory board must be elected by the EC holders. The supervisory board approves the Group’s accounts, authorises the board of directors to raise subordinated capital and to undertake any increase of capital, and appoints the members of the bank’s board of directors, control committee and election committee. The supervisory board also decides the remuneration for the above bodies. The members of the board of directors, group CEO, control committee and auditor are summoned to meetings of the bank’s supervisory board. They may participate in the proceedings but are not entitled to vote. The supervisory board chair presides over the meeting or, in the latter’s absence, the deputy chair.

Each year one election meeting is held for the EC holders where representatives are elected to the supervisory board and information is given about the Group’s financial situation. In addition, members of the election committee for EC holders’ election of supervisory board members are elected. Each equity certificate confers one voting right. All EC holders may attend the meeting, and proxy voting is permitted.

A list of supervisory board members can be found at smn.no.

 

Control committee

The formal basis for the work of the control committee is section 13 of the savings banks act and standard instructions issued by Finanstilsynet (Norway’s financial supervisory authority).

The control committee’s oversees that the bank conducts its business in an appropriate and satisfactory manner in accordance with laws and regulations, articles of association and orders and recommendations issued by Finanstilsynet. Its remit covers the entire business, including subsidiaries. The control committee is an elected committee in its own right in the subsidiary SpareBank 1 Finans Midt-Norge.

• reviews selected decisions and working documents of the board of directors and sees to  that the board acts on its decisions
• monitors developments in central key figures and ratios
• obtains documentation of the bank’s control procedures and ensures that they function as intended
• reviews internal audit reports and the appointed auditor’s written approaches to the bank and ensures that any remarks are properly responded to
• collaborates with the chair of the board of directors and the company’s auditor on working plans and important observations; see section 5 of the instructions.

Each year the control committee reports on its work to Finanstilsynet. The committee submits a report on its work to the supervisory board, and issues a statement to the supervisory board on the annual accounts and the directors’ report.

A record of the control committee’s meetings is sent to the bank’s board of directors, the supervisory board chair, the internal auditor and the risk manager. The control committee’s minutes are also presented at the meetings of the supervisory board.

The control committee normally meets eight times each year. The Group CEO attends these meetings. The committee also meets the chair of the board of directors, the chair of the audit and risk committees and the chair of the supervisory board on an annual basis. The control committee is appointed by the supervisory board and has three members and two alternates who are elected for a two-year term.

Deviations from point 6 of the Code of Practice: Where the composition of the bank’s bodies is concerned, SpareBank 1 SMN abides by the provisions of the Savings banks Act.

Election committees

(Point 7 of the Code of Practice)

In accordance with SpareBank 1 SMN’s articles of association it has been established three election committees. An election committee has also been established for employees’ election of supervisory board members.

Election committee for the supervisory board

The supervisory board appoints an election committee from among the members of the supervisory board. The election committee comprises four members and four alternates. The committee comprises one representative from each of the following: the EC holders, the depositors, public appointees and employees in addition to one alternate from each group. The EC holders’ representative on the election committee must be a member of the election committee for EC holders’ election of supervisory board members.

In connection with the elections the committee aims for a composition based on competence and gender. The committee’s task is to prepare the election of the chair and deputy chair of the supervisory board, the chair, deputy chair and other members and alternates of the bank’s board of directors and control committee, and members and alternates of the election committee for the supervisory board. The election committee is also charged with reviewing and recommending any changes to the fee structure for the bank’s elected officers.

Election committee for depositors’ election of supervisory board members

The depositor-elected members of the supervisory board appoint a separate election committee comprising three members and three alternates, with one member and one alternate from each of the three election districts. This election committee prepares the depositors’ election of members and alternates to the bank’s supervisory board, and members and alternates to the election committee for depositors’ election of supervisory board members.

Election Committee for EC holders’ election of supervisory board members

The EC holders appoint an election committee at an EC holders’ meeting. The election committee has three members and two alternates. At least one of the members and one of the alternates must be members of the supervisory board. The election committee prepares the EC holders’ election of supervisory board members and alternates and the election of members and alternates to the election committee for EC holders’ election of supervisory board members.

Election Committee for employees’ election of supervisory board members

According to the Savings banks Act this election shall be organised by an election board with representatives appointed by the board of directors. The election board comprises at least three members and both the management and the employees shall be represented.

Deviations from point 7 of the Code of Practice: All members of the election committee for the supervisory board are appointed from among the groups represented on the supervisory board, in accordance with Regulations on election committees at savings banks. Thus far consideration has not been given to enlarging the committee with a member who is not a member of the supervisory board. As of 31 December 2013 the supervisory board has not established further guidelines for the election committee beyond what is set forth in law, regulations and articles of association.

Supervisory board and board of directors, composition and independence

(Point 8 of the Code of Practice)

Refer to point 6 for information about the general meeting/supervisory board. The board of directors has eight regularly attending members of whom seven are appointed by the supervisory board and one by the employees. Four board members are women of whom three are elected by the supervisory board and one is an employee representative. Meetings of the board of directors are also attended by one regularly attending alternate for the employees. Members of the board of directors are appointed for two years at a time and can hold office for a maximum of 20 years, but not more than 12 years continuously in the same position. The Group CEO is not a member of the board of directors. None of the members of the board of directors appointed by the supervisory board are in any employment relationship or independent contractor relationship with the Group beyond their posts as elected officers. The board members’ independence has been assessed by the election committee and the board members are deemed to be independent, with the exception of the board members elected by the employees. The chair and deputy chair are elected by the supervisory board at separate elections for one year at a time.

Deviations from point 8 of the Code of Practice: None

Work of the board of directors

(Point 9 of the Code of Practice)

The supervisory board has adopted instructions for the board of directors that set forth rules for the board’s work and procedures. The board of directors manages the bank’s operations in compliance with laws, articles of association and resolutions of the supervisory board. The board of directors is responsible for ensuring that the assets at the bank’s disposal are managed in a safe and appropriate manner. The board of directors is also required to ensure that accounting and asset management are subject to satisfactory control. In addition, the board of directors adopts the bank’s strategy, budget and market and organisational objectives. The board of directors appoints and dismisses the group CEO.

The board of directors receives periodical reports on profit performance, market developments, developments in management, staff and organisation , and developments in the Group’s risk picture and risk exposure. The board of directors conducts an annual self-evaluation of its activity regarding to working methods, case handling, meeting structure and prioritising of tasks. These evaluations provide a basis for changes and measures needed. An evaluation is also made of the competence possessed by the board.

Audit committee and risk committee

The board of directors has appointed an audit committee and a risk committee comprising three members of the bank’s board of directors. The members are appointed for a two-year period. The audit committee and risk committee are preparatory and advisory working committees to the board of directors. Their mission is to conduct assessments of designated areas and thereby prepare matters for consideration by the board.

• prepare the board of directors’ follow-up of the financial reporting process,
• monitor the internal control and risk management systems and, where such function is established, the bank’s internal audit,
• have ongoing contact with the bank’s appointed auditor regarding the audit of the annual accounts,
• assess and monitor the auditor’s independence, ref. auditors act chapter 4, including in particular the extent to which non-audit services delivered by the auditor pose a threat to the auditor’s independence.

The audit committee meets at least five times yearly prior to the board of directors’ consideration of quarterly and annual reports.

The risk committee’s tasks are regulated in the financial institutions act section 2-9(b). The risk committee’s task is to ensure that risk management and capital allocation within the group support the group’s strategic development and goal attainment, and at the same time ensure financial stability and sound asset management. The risk committee shall ensure that the group’s management and control arrangements are in proportion to the risk level and volume of the business.

The risk committee meets as often as it deems necessary, but at least five times yearly.

The audit committee and the risk committee are subcommittees of the board of directors and it is the assembled board that has overall responsibility and takes the final decision.

Compensation committee

The board of directors has appointed a compensation committee comprising at least three directors. The board chair is a permanent member of the committee and also chairs the committee. The committee members are appointed by the board of directors for a two-year term.

The committee is a preparatory body to the board of directors in matters relating to the design and practice of guidelines and framework for the group’s compensation policy. The group’s compensation policy is intended to promote sound management and control of the group’s risk, discourage excessive risk taking, encourage a long-term perspective, contribute to avoidance of conflicts of interest and to be in compliance with applicable law and regulations.

The committee’s tasks and responsibilities are:

• to formulate a compensation policy that comply with the prevailing legislation at any time. It also ensures following up, updating and maintenance of the group’s various compensation arrangements.
• in formulating and maintaining the compensation policy, the committee is to identify those employees and elected officers whose tasks are of major significance for the bank’s risk exposure.
• in determining the compensation, the relationship between fixed compensation and any variable compensation is to be determined in such a way as to be balanced.

The compensation committee makes a recommendation to the board of directors regarding compensation policy and conditions applying to the group CEO. The committee also establishes limits regarding variable compensation, and approves compensation arrangements for all business areas and subsidiaries that have compensation schemes. The committee can also be used as an advisory body to the group CEO in the determination of conditions for the group management.

The board of directors has established the compensation committee’s mandate.

Deviations from point 9 of the Code of Practice: None

Risk management and internal control

(Point 10 of the Code of Practice)

Sound risk and capital management are central to SpareBank 1 SMN long-term value creation. Internal control should help ensure efficient operation and proper management of significant risks for attaining the group’s business goals.

The group’s report on capital requirements and risk management, the Pillar 3 Report, contains a description of risk management, capital allocation and capital calculation. This report is available at smn.no.

SpareBank 1 SMN aims to maintain a moderate risk profile and  apply risk monitoring of such high quality that no single event will significantly impair the bank’s financial position. The bank’s risk profile is quantified through targets for rating, risk-adjusted return, expected loss, necessary economic capital and regulatory capital adequacy.

The board of directors reviews the group’s development in the main risk areas on a quarterly basis and the internal control system on an annual basis. The board of directors of SpareBank 1 SMN has the main responsibility for setting limits to and monitoring the group’s risk exposure. The bank’s risks are measured and reported in accordance with the principles and policy adopted by the board of directors. Risk management at SpareBank 1 SMN underpins the group’s strategic development and goal achievement. Risk management is designed to assure financial stability and sound asset management.

Management at the various companies in the group is responsible for risk management and internal control in the respective companies, and this is intended to ensure:

• targeted, safe, high-quality and cost-effective operations
• reliable and timely reporting
• observance of applicable laws and regulations as well as internal procedures and policies

Risk management is an integral part of the management’s decision processes, and a central element in regard to organisation, procedures and systems. A separate risk management function has been established at SpareBank 1 SMN.

The risk management division is organised independently of the business units and reports directly to the group CEO. The division is responsible for the group’s risk models and for further developing effective risk management systems. The division is responsible for independent risk assessment, risk reporting and overall risk monitoring in the group and reports periodically to the group CEO and the board of directors on developments in the risk picture.

Internal control and risk management constitute a process initiated and implemented by the bank’s board of directors, management team and staff that is designed to identify, manage and follow up risks areas to ensure that overall risk exposure is in accordance with the bank’s adopted risk profile. The board of directors receives annually an independent assessment from the internal auditor and the statutory auditor of the group’s risk and whether the intern control functions appropriately and satisfactorily.

The board of directors monitors compliance with adopted frameworks, principles, and quality and risk objectives through:

• quarterly reports from the Group CEO and the risk management division
• quarterly reports/annual report from the internal auditor

SpareBank 1 SMN uses the Committee of Sponsoring Organisations of the Treadway Commission’s (COSO) Framework and the Control Objectives for Information and Related Technology (CobiT) framework as a basis for its policies for internal control and risk management.

Internal control in relation to financial reporting

The board of directors of SpareBank 1 SMN has established guidelines for the group’s financial reporting. The guidelines apply within the current requirements imposed by the authorities and are designed to ensure relevant, reliable, up to date and identical information to the bank’s EC holders and the securities market in general. The guidelines also include the group’s contact with investors other than those on the supervisory board. The finance unit is headed by the finance director and  organised independently of the business areas. The unit attends to financial reporting at both parent-bank and group level, and establishes guidelines for monthly, quarterly and annual reporting from the various business areas and subsidiaries in line with internal and external requirements. The finance director assesses the business areas’ financial results and goal achievement on a continuous basis, and sees to it that all units perform in line with the group’s overall financial objectives. The finance director reports directly to the group CEO.

The bank’s accounts and finance department is organised under Finance and prepares financial reports for the SpareBank 1 SMN Group. The department sees to that reports are made in conformity with applicable legislation, accounting standards, the Group’s accounting policies and the board of directors’ guidelines.

Finance has established processes to ensure that financial reporting is quality assured and that any errors and deficiencies are followed up and rectified as and when they occur. A number of control measures have been established to ensure that all financial reporting is correct, complete and in conformity with law and regulations. These measures include reasonableness and probability checks at each individual locale within the various business areas, as well as on a more aggregated level. In addition, detailed reconciliation checks are carried out on a daily and monthly basis. The group has established sound measuring systems for use in all business areas in the group where the most central target figures within each area are followed up. Each business area is responsible for such monthly financial reporting and follow-up, and works closely with Finance to develop and improve the measuring systems. Established control activities are evaluated regularly in terms of their design and effectiveness.

Internal audit

The internal audit function is a tool used by the board of directors and the administration to oversee that the risk management process is targeted, effective and function as intended. Internal audit services are delivered to the group by KPMG and these services cover the parent bank, subsidiaries subject to the risk management and internal control regulations, and other significant subsidiaries. The internal audit function’s main task is to confirm that the established internal control system functions as intended, and to ensure that established risk management arrangements are adequate in relation to the bank’s risk profile. The internal audit function reports quarterly to the board of directors which adopts annual plans and budgets for the internal audit. The internal audit function’s reports and recommendations for improvements in the bank’s risk management regime are reviewed and implemented on a continuous basis.

The internal audit function carries out an operational audit of units and business areas in the SpareBank 1 SMN Group. The internal auditor does not conduct a financial audit, this being the remit of the external auditor. An audit plan is prepared which is discussed with the group management, considered by the risk committee and approved by the board of directors. The audit function’s risk assessments determine which areas are to be reviewed. Separate audit reports are prepared containing results and proposed measures which are presented to the responsible manager and the group’s management team. A summary of the reports is sent quarterly to the risk committee and the board of directors. The internal auditor presents each year to the board of directors a plan for implementation of the audit work. Any consultancy services are provided within the standards and recommendations applying to internal auditors (Institute of Internal Auditors Norway).

Ethics and whistleblowing

Ethical guidelines for the Group and its employees have been established, and ethics is a standard topic at seminars for all new staff members. This helps to ensure that the Group’s values and ethical guidelines are properly communicated and made known throughout the organisation. Clear-cut guidelines have also been introduced for internal communication should any member of staff learn of circumstances that breach external or internal provisions or of other circumstances which are likely to harm the Group’s reputation or financial situation. Rules that require employees to give the alert if they learn of circumstances that are counter to external or in-house provisions, or which harm the Group’s reputation, have been made

For more information about risk management and internal control, see note 6 in the annual report concerning financial risk management and a special chapter on risk management and capital allocation.

Deviations from point 10 of the Code of Practice: None

Remuneration to the board of directors

(Point 11 of the Code of Practice)

The board members’ fees that are recommended by the election committee for the supervisory board and adopted by the supervisory board are not performance-related, and no options are issued to the directors. The board of directors’ chair and deputy chair are remunerated separately, and directors participating in board committees receive additional remuneration for doing so. None of the directors appointed by the supervisory board perform tasks for the group beyond being on the board of directors. Further information on compensation to the board of directors, the internal audit committee and the compensation committee is disclosed in note 23 in this annual report.

Deviations from point 11 of the Code of Practice: None

Remuneration to senior employees

(Point 12 of the Code of Practice)

The Group has established a remuneration policy that is in accordance with the Group’s overarching objectives, risk tolerance and long-term interests. The policy also promotes and give incentives to good management and control of the Group’s risk, counters excessive or undesired risk-taking, helps  avoid conflicts of interest and is in accordance with applicable law and regulations. The Group’s remuneration policy has special rules for senior employees, for other employees and elected officers with control tasks; see the requirements of Regulations of 1 December 2010 on remuneration schemes at financial institutions, investment firms and fund management companies.

The Board of Directors has appointed a compensation committee which acts as a preparatory body for the board in cases relating to the assessment of, and compensation to, the group CEO. The committee also recommends to the board of directors guidelines for remuneration to senior employees (the group management). The board of directors establishes the compensation committee’s mandate. See also an account of the board of directors’ compensation committee under point 9.

A description of remuneration to the group CEO and senior employees is given in note 23 to this annual report. In addition, information is published at smn.no on SpareBank 1 SMN’s remuneration arrangement, including information on the main principles for determining remuneration, criteria for determining variable remuneration, and quantitative information on the remuneration of senior employees, employees with work tasks of material significance for the institution’s risk exposure, other employees and elected officers with corresponding remuneration, and employees with control tasks.

Deviations from point 12 of the Code of Practice: None

Information and communication

The bank’s information policy is based on complete and effective communication in underpinning the relationship of trust between the bank’s EC holders, board of directors and management, and in ensuring that the bank’s stakeholders are at all times able to assess and relate to the bank. The bank’s information policy is based on active dialogue with respective stakeholder groups in which openness, predictability and transparency are in focus.

The open information practice is in conformity with the bank’s ethical guidelines and section 21 of the Savings Banks Act, with the limitations following from the duty of confidentiality and stock exchange rules in effect at all times.

Correct, relevant and timely information regarding the bank’s progress and performance aims to instil investor market confidence. Information is communicated to the market via quarterly investor presentations, an investor relations area on the bank’s website and stock exchange notices. The group’s financial calendar is published on the bank’s website.

Presentations for international partners, lenders and investors are also arranged on a regular basis. The board of directors has adopted a communications strategy indicating who can make statements on behalf of SpareBank 1 SMN and on what subjects.

Deviations from point 13 of the Code of Practice: None

Takeover

(Point 14 of the Code of Practice)

SpareBank 1 SMN is a self-owning institution which cannot be taken over by others through acquisition. A savings bank’s ownership structure is regulated by law and no-one may own more 10 per cent of a savings bank’s owner capital. Finanstilsynet’s approval is required for any larger acquisition. A list of the SpareBank 1 SMN’s 20 largest EC holders is available on the bank’s website at smn.no.

Deviations from point 14 of the Code of Practice: Statutory limits on equity holdings

External auditor

(Point 15 of the Code of Practice)

An external auditor is appointed by the supervisory board upon the recommendation of the audit committee. The bank utilises the same auditor in the parent company and  all subsidiaries. The external auditor performs the statutory confirmation of the financial information provided by the companies in their public financial statements. The external auditor presents each year to the audit committee a plan for the audit work. The external auditor attends meetings of the Board of Directors at which the annual accounts are reviewed and also meetings of the audit committee where the financial statements are reviewed.

The board of directors holds at least one meeting each year with the external auditor without the group CEO or others from the management team being present. No guidelines have been established for the management team’s right to utilise the external auditor for non-audit services, but the external auditor has not provided the group with advisory services of significance in 2013. Any such services from the external auditor must comply with the Auditors Act section 4-5. The board of directors informs the supervisory board of the external auditor’s remuneration for the audit and any other services.

Deviations from point 15 of the Code of Practice: No guidelines have been established for the management team’s right to utilise the external auditor for non-audit services, but the auditor reports on a yearly basis what services have been delivered to the group in addition to ordinary audit. Such services shall at all times be within the scope of section 4-5 of the Auditors Act.