Rules of procedure for Board of Directors
Published: 5 December 2022
Published 30 May 1994. Last change adopted 28 September 2022.
1. The Board’s administrative procedures
The Board shall consider matters in meetings, unless the Board Chair finds that the matter may be presented in writing or dealt with in another appropriate manner.
In addition to the board members and Norges Bank’s observer, alternates participate in all board proceedings. If a board member is prevented from attending, alternates are entitled to vote according to their rank.
When administrative matters are on the agenda, the Board is supplemented by two members representing the employees, cf. the Financial Supervision Act, Section 2 third subsection.
The administration is represented by the Director General, the Board Secretary, the Deputy Director Generals, the General Counsel and the Communications Director. In addition, meetings are attended by employees whose attendance has been requested by the Director General in connection with the consideration of individual cases.
Board meetings are chaired by the Board Chair, the Deputy Chair or the member with the longest service on the Board.
A quorum requires the presence of at least half of the board members. If only three members with voting rights are present (four when considering administrative matters), the Board will considers postponing their deliberation of matters for which unanimity is not reached.
Decisions of the Board shall be whatever a majority among the attendees have voted in favour of or, in the case of a tie vote, whatever the presiding Chair has voted in favour of.
2. Notice of meeting and case documents
Board meetings are called in accordance with the annual adopted meeting schedule, unless the Board Chair and the Director General find that the matters on the agenda may be postponed until the next meeting. Board meetings are otherwise called when requested by a board member or the Director General.
Notices of meetings (agenda) including case documents shall be sent to the board members, the alternates and the observer from Norges Bank. Notices of meetings (agenda) and case documents for administrative matters shall be sent to the employee representatives. The presumed duration of the meeting shall be specified in the notice.
With respect to matters presented to the Board for decision, a memo shall be attached to the notice, giving a brief presentation of the matter and a proposal for a decision. Background notes, draft letters and reports, etc. may be attached to the memo, or be made available to the Board in the board portal. It shall be stated whether the final case documents shall be exempt from public disclosure. In addition, the information measures that may be taken shall be specified.
With respect to matters presented to the Board for information purposes, the Director General may decide whether they should be presented in writing or orally. Matters to be presented orally for information purposes shall as far as possible be specified in the notice.
The case documents shall normally be received by the board members no less than four business days before the board meeting is to be held, and no later than on the preceding Friday.
Long written comments from board members should, if possible, be submitted well ahead of the meeting.
3. Minutes of meetings
The minutes shall include the following in each individual case:
- an overview of submitted case documents
- particularly important oral information presented at the board meeting
- the Board’s decision
- any dissent
- statements that a board member wants to be recorded in the minutes
If a board member has not been involved in the consideration of a case, this shall be stated in the minutes.
The minutes drafted by the administration shall be presented to the Board Chair. After being approved by the Board Chair, the draft minutes shall be sent to the other board members, who must send any comments to the Board Chair with a copy to the administration. The Board Chair shall consider whether the comments from the other board members should be recorded in the minutes and contact the relevant board member if a comment is not recorded.
Minutes in which comments have been recorded shall be presented for consideration at the next board meeting.
If a board member so requests, comments submitted by the board member that have not been recorded in the minutes shall be put forward when the minutes are presented for consideration.
The approved minutes protocol shall be signed by the board members who attended the board meeting.
The approved minutes are an internal document that is exempt from public disclosure. A brief summary shall be prepared and posted on the intranet. In special cases, the administration, in consultation with the Board Chair, may provide right of access to all or part of the minutes of the board meeting.
The administration shall file the meeting notices, case documents and minutes.
4. The work of the Board
The Board Chair and the Director General shall ensure that relevant matters requiring consideration by the Board are brought before the Board and that the work of the Board is organised in an appropriate and effective manner.
The board members and the Director General may require the Board to consider specific matters.
The Director General may decide matters that should normally be decided by the Board when an urgent decision is required or it is impossible in practice for the Board to consider the matter. The Board Chair shall be informed as soon as possible, and the matter shall be presented for information at the next board meeting.
The Director General shall prepare matters to be considered by the Board. If the Board Chair or other board members have been involved in preparing matters for consideration, this shall be specified in the memo. The same applies when the matter has been discussed with the Ministry of Finance beforehand.
5. Matters requiring board consideration
The Board shall consider matters of principle and other matters of particular importance. The Board shall consider the following matters:
Administrative matters for decision
- Overarching and long-term plans for Finanstilsynet's work, including its strategy, activity plan, annual budget and significant changes to the organisation plan.
- Annual financial reports and annual financial statements.
- Statement to the Ministry of Finance upon appointment of the Director General.
Administrative matters for information
- Matters of which it is natural for the Board to be informed.
- Assessments of risk in Finanstilsynet’s operations.
- Finanstilsynet’s personnel policy.
Professional matters for decision
- Proposals concerning legal acts, regulations and regulatory amendments when their content will result in material changes in the legal situation in the relevant area or otherwise be of major significance. The same applies to the adoption of regulations or amendments thereto in areas where, by law or regulation, or by delegation, Finanstilsynet has been assigned independent regulatory authority.
- Matters circulated for consultation by other government agencies or ministries insofar as they concern important and fundamental aspects of supervisory activity or relate to supervised institutions.
- Licence applications and other matters concerning approval or dispensation pursuant to legislation that:
- a) have or could have a material impact on the financial market
- b) raise new significant issues that Finanstilsynet or the Ministry of Finance have not previously taken a stand on
- c) raise other important questions of principle of importance to society
- Licences for the establishment of a bank or an insurer as well as the revocation of such licences.
- Cases in which the authority of the Ministry of Finance has been delegated to Finanstilsynet, but which are submitted to the Ministry due to the nature of the case.
- Complaints, unless the Board has previously handled similar cases, the complaint will obviously be dismissed, or it will not be of material importance to the relevant supervised sector.
- Notices of revocation of licences, termination of illegal activities, imposition of administrative fines, comprehensive orders for corrective measures or other individual decisions of material importance that deviate from previous practice or otherwise set a precedent.
- Reports or other forms of notifications to the prosecuting authority of suspected criminal activity, to the extent that they raise doubts or questions of principle.
- Risk Outlook
Professional matters for information
- Matters of which it is natural that the Board is informed, including good overviews of matters delegated to and handled by the administration.
- Important supervisory matters, as well as an overview of supervisory activity.
- Reports on financial performance and solvency etc. for different groups of institutions as well as important analysis reports other than the Risk Outlook.
- Urgent matters decided by the Director General, see item 4: The work of the Board.
Board members and others participating in the board proceedings are obliged to assess for themselves whether they are disqualified in dealing with a case, cf. the Public Administration Act, Chapter II and the Financial Supervision Act, Section 7. The Board shall decide, without the participation of the member concerned, whether he or she is disqualified, cf. the Public Administration Act, Section 8 second subsection. If there is reason for disqualification, the member shall not be involved in the consideration of the case.