Petoro’s board comprises seven directors, of whom five are elected by the general meeting. Two are elected by and from among the company’s employees. Three of the directors are women. Directors are elected for two-year terms. They have no commercial agreements or other financial relations with the company apart from the directors’ fees established by the general meeting and contracts of employment for the worker directors. All shareholder-elected directors are independent of the owner.
  
The board considers its composition to be appropriate in terms of expertise, capacity and diversity for following up the company’s goals and assignments. Each director and the board as a collective body seek to strengthen their expertise in various ways on a continuous basis. This is done through dedicated study programmes for the board and through participation in courses and conferences.
 

The board has overall responsibility for the management of Petoro, including ensuring that appropriate management and control systems are in place, and for exercising supervision of the day-to-day conduct of the company’s business. The work of the board is based on rules of procedure which describe its responsibilities and mode of working. The board met 12 times in 2013.

As an appendix to the instructions for its work, the board has adopted supplementary provisions for matters to be considered by it. An annual schedule of meetings has been established for the work of the board, with the emphasis on considering topical commercial issues and following up strategies, budgets and interim results. The board utilises a balanced scorecard system as a key instrument for monitoring results. This embraces financial/operational, organisational and relational aspects. The performance management model also covers both short- and long-term goals, quantitative as well as qualitative, and is well adapted to the company’s challenges.

The board considers major investment decisions within the portfolio, follow-up and consideration of activities in the licences, and monitoring of gas sales – including an assessment of the overall risk picture. The board has chosen to organise its work related to compensation through a sub-committee comprising two of the shareholder-elected directors, one of whom is the deputy chair. No other subcommittees have been established. The board has not found it appropriate to establish a separate audit committee. In the event of conflicts of interest, the practice has been for the director concerned to abstain from consideration of the matter by the board. Conflicts of interest are a fixed item on the agenda for the board’s meetings and consideration of matters.
  
An annual self-assessment is conducted by the board, embracing an evaluation of its own work and mode of working and of its collaboration with the company’s management. The board reviewed the company’s CSR, business ethics guidelines and board instructions in 2013.