Armonización de la propuesta en el Ordenamiento Jurídico

The work of the Board follows a fixed annual plan and is conducted in accordance with established rules of procedure. The rules of procedure are available at www.gjensidige.no/konsern. They provide more detailed rules about the work of the Board and how it handles matters, including what matters shall be considered by the Board, rules concerning notices of meetings and the conducting of meet- ings. The Board has also issued rules of procedure for the general manager, which regulate the internal division of responsibility and tasks.

The Board holds regular physical board meetings and eight meetings every year. Additional meetings may be held depending on matters at hand and the situation.

They may be held in the form of phone meetings. A total of eight board meetings were held in 2012, one of which was a two-day strategy meeting.

In matters where the Chairman of the Board is or has been actively involved, another board member shall chair the Board’s discussion of the matter. The Board of Gjensidige Forsikring ASA has appointed two select committees – an audit committee and a remuneration committee. All members of the two committees are independent of the Company and its general management.

The audit committee

The audit committee is a preparatory and advisory select committee that consists of board members elected by the Board. The audit committee is tasked with pre- paring the Board’s follow-up of the financial reporting process and improving the Board’s follow-up of the Group, among other things by contributing to thorough and independent consideration by the Board of matters relating to financial reporting. The committee shall also monitor the systems for internal control and risk management, as well as the Company’s internal audit function. The com- mittee is also in continuous contact with the Company’s elected auditor about the auditing of the annual accounts, and it assesses and monitors the auditor’s independence, cf. the Auditors Act chapter 4. The committee shall state its opinion on the election of the auditor and the auditor’s fee. The committee held seven meetings in 2012.

As of 31 December 2012, the audit committee consisted of the following members: • Hans-Erik F Andersson

• Per Arne Bjørge • Kjetil Kristensen • Gisele Marchand • Gunnar Mjåtvedt

The remuneration committee

The remuneration committee shall, within the limits of the Board’s responsibility, strengthen the Board’s follow-up of the remuneration policy vis-à-vis the CEO, the senior management team and key personnel.

The committee shall prepare items for the Board. It is primarily responsible for: • Drafting proposals for and following up compliance with the Group’s guidelines

and framework for remuneration

• Annually preparing and proposing the remuneration of the CEO • Annually drafting proposals for the CEO’s scorecard

• Acting as adviser to the CEO in connection with the annual assessment of the remuneration of other executive management

• Drafting proposals for principles and a declaration concerning the stipulation of pay and other remuneration for the executive management, employees and officers of the Company who have duties that are of material importance to the Company’s risk exposure, and other employees and officers with control tasks • Considering other important personnel matters relating to executive personnel. The committee is an advisory body to the Board. It held one meeting in 2012. As of 31 December 2012, the remuneration committee consisted of the following members:

• Inge K Hansen • Trond Vegard Andersen • Marit Skjærstad

The Board carries out an annual self-evaluation that is submitted to the nomina- tion committee for use as supporting documentation in the committee’s work.

The Board’s impartiality

The Group’s rules of procedure for the Board regulate matters concerning board members’ impartiality. A board member is disqualified from participating in consid- ering or deciding matters that are of such great importance to the board member or his/her related parties that the he or she must be deemed to have a direct or indirect personal or financial interest in the matter. The same applies to the general manager. Board members are also disqualified when other special circumstances could undermine trust in their motives for participating in deciding a matter. Individual board members are obliged to ensure they are not disqualified from considering a matter. In cases of doubt, the matter shall be presented to the Chair- man of the Board. The Chairman of the Board shall present cases of doubt relating to his or her own impartiality to the whole Board.

The Board shall approve agreements between the Company and a board member or the general manager. The Board shall also approve agreements between the Company and a third party in which a board member or the general manager must be deemed to have a particular interest.

Introduction programme for new board members

Relevant information about the Company and the work of the Board is made available to new board members on the Company’s web-based portal for board members. An introduction programme for new board members is also under devel- opment. New board members will, by meeting key members of the management, be given an introduction to the organisation and running of the Company. The introduction programme will start up in spring 2013.

Deviations from the Code of Practice: None