Purpose

These rules of procedure contain rules for organising the work of the Executive Board and cover inter alia the Executive Board’s duties, the conduct of meetings and of business and the keeping of minutes.

1 Powers and duties

1-1 The Executive Board’s ordinary powers

The management and operation of Norges Bank are vested in the Executive Board, with the exception of matters that are assigned to the Monetary Policy and Financial Stability Committee in or pursuant to the Act. The Executive Board is responsible for Norges Bank’s management of the Government Pension Fund Global (GPFG). The Executive Board shall ensure sound, effective and efficient organisation of the Bank.[1]

This means that except for the authority the Act confers on the Supervisory Council (Section 2-17 of the Central Bank Act) or the Monetary Policy and Financial Stability Committee (Section 2-7 of the Central Bank Act), the Executive Board exercises the powers conferred on Norges Bank.

1-2 Duties of the Executive Board

The Executive Board shall adopt strategies, plans and guidelines for the activities of Norges Bank, as well as a strategic plan for how the task of managing the GPFG is to be performed ^[2]. The Executive Board shall each year prepare a budget proposal for the next financial year (cf Section 4-2 of the Central Bank Act).^[3] The Executive Board shall each year prepare annual reports and annual financial statements.^[4]

The Executive Board shall ensure that the activities, financial reporting and asset management of Norges Bank are properly managed and monitored, and shall supervise day-to-day management and the activities in general.^[5]

To this end, the Executive Board shall ensure that the Bank’s risk management and internal control systems are appropriate (cf the Ministry of Finance’s instructions of 28 June 2022 No. 1223 on risk management and internal control at Norges Bank).

The Executive Board lays down principles for the management of the GPFG and makes the decisions that the Executive Board is required to make under the “Mandate for the management of the Government Pension Fund Global” and the Ministry of Finance’s “Guidelines for observation and exclusion of companies from the Government Pension Fund Global»^[6].

The Executive Board appoints a general manager of Norges Bank’s management of the Government Pension Fund Global (“CEO of NBIM[7]”) (cf Section 2-13, Sub-section 1, of the Central Bank Act).

The Director of Internal Audit is appointed and subject to dismissal by the Executive Board[8].

The Executive Board shall lay down instructions on the day-to-day management of central banking activities and Norges Bank’s management of the GPFG.^[9]

The Executive Board may decide that commercial activities falling within the scope of the Act and activities forming part of the management of the GPFG Government Pension Fund Global shall be carried out by companies that are fully or partly owned by Norges Bank. The Executive Board represents the Bank as owner of such companies.^[10]

The Executive Board is responsible for the contingency plans of Norges Bank.^[11]

The Executive Board may decide that Norges Bank shall join an employers’ association that may, within its mandate, make decisions that will be binding on the Bank. The Executive Board may lay down provisions on employees’ relations with other financial institutions and undertakings.^[12]

Each year the Executive Board discusses and evaluates its role and working method. The Executive Board shall on a regular basis evaluate the extent to which objectives in the strategic plan have been achieved and in particular the extent to which the strategic plan for the management of the GPFG have been reached.^[13]

1-3 Relationship with the Monetary Policy and Financial Stability Committee

The duties of the Monetary Policy and Financial Stability Committee ("the Committee") are laid down in Section 2-7 of the Central Bank Act. The Committee is responsible for Norges Bank’s role as executive and advisory monetary policy authority and is responsible for the use of policy instruments to attain the monetary policy objectives. It shall contribute to the promotion of financial stability by providing advice and using the policy instruments at its disposal.

The Committee shall be invited to offer its opinion prior to the Executive Board’s deliberation of matters pertaining to the duties and responsibilities of the Committee ^[14], including prior to the adoption of financial crisis contingency plans.^[15]

A further delineation of the Committee’s responsibilities and duties appears in the attached Division of responsibilities between Norges Bank’s Executive Board and the Monetary Policy and Financial Stability Committee, as laid down on 9 January 2020, with subsequent changes, by the Executive Board in consultation with the Committee.

The Executive Board shall not supervise the Committee’s exercise of its discretionary powers.^[16]

2 Composition and board subcommittees

2-1 Members

The Executive Board comprises the Governor, the two Deputy Governors and six external board members. In addition, two board members shall be elected by and from the employees to participate in the deliberation of administrative matters.

The Governor is the chair of the Executive Board. The King in the Council of State shall appoint the Deputy Governors as first deputy chair and second deputy chair, respectively, of the Executive Board ^[17].

The method of election of the employee representatives shall be agreed between the Executive Board and the employees. The Supervisory Council shall determine the method of appointment in the absence of agreement. ^[18]

2-2 Executive Board subcommittees

The Executive Board may appoint preparatory committees from among the members of the Executive Board.

The Executive Board shall have an audit committee. The members of the audit committee shall be elected by and from among the external members of the Executive Board. The Ministry may lay down provisions relating to the audit committee. ^[19]

When other preparatory committees discuss administrative matters, one of the employee-elected board members shall be represented on such committees. ^[20]

The Executive Board shall have a remuneration committee for matters pertaining to the Bank’s salary and other compensation arrangements. ^[21]

The Executive Board appoints an ownership committee for matters pertaining to the Bank’s responsible investment activities and decisions on observation and exclusion of companies from the GPFG.

The Executive Board appoints a risk and investment committee for matters relating to investment strategy, risk limits and decisions on unlisted investments of a certain size.

The Executive Board shall lay down mandates for its subcommittees, stating inter alia purpose, tasks and preparatory work. The committees shall issue written recommendations with recommendations for a decision by the Executive Board in an individual matter and keep minutes of their meetings.

3 Meetings – Convening and documentation

3-1 Meetings, convening and agenda

The Executive Board sets an annual calendar wheel for its meetings, including for periodic matters.

The chair of the Executive Board otherwise convenes meetings of the Executive Board as often as deemed desirable or when at least three members request it. 

The meeting notice shall normally be attached to the agenda and discussion documents.

The chair of the Executive Board shall ensure consideration of relevant matters within the remit of the Executive Board.

The agenda shall distinguish between administrative matters (cf Section 4-3) and other matters.

The chair of the Executive Board sets the agenda and in this capacity initials Executive Board memos for distribution from all operational areas as sufficiently prepared and suited to deliberation by the Executive Board.^[22]

Any board member or the CEO of NBIM may require the Executive Board to deliberate a matter.^[23]

The Executive Board may deliberate matters that do not appear on an agenda (see otherwise Section 3-4, second paragraph, and Section 4-1, second paragraph).

3-2 Seminars etc

In addition to the regular meetings of the Executive Board (cf Section 3-1), seminars may be held with a view to preparing deliberation by the Executive Board and general skills development and staying up-to-date professionally. Similarly, study visits may be arranged.

3-3 Discussion documents

The Governor prepares matters for the Executive Board within his or her area of responsibility in accordance with instructions from the Executive Board. The CEO of NBIM prepares matters pertaining to the management of the GPFG within his or her area of responsibility in accordance with instructions from the Executive Board (cf Section 1-2, fifth paragraph).^[24]

Matters for discussion shall normally be presented in writing, but matters may be presented orally, if circumstances dictate. Discussion documents shall be concise and decision-oriented and normally not exceed four pages. They shall contain relevant facts and assessments and shall conclude with a recommended decision (cf Section 4-3 on minutes). Discussion documents may have attachments.

For matters that have been deliberated by Executive Board subcommittees, the committee’s recommendation shall accompany the item and the committee chair shall provide the Executive Board with a brief justification for the committee’s recommendation and proposed decision. 

The Executive Board may also lay down further guidelines for preparing matters in different areas.

3-4 Distribution of discussion documents

The discussion documents include an agenda and presentation of individual items of business with any attachments. Discussion documents are normally made available to members no later than five days prior to a meeting. Matters are made available electronically unless otherwise determined for security reasons or other considerations. Matters that are classified or confidential or strictly confidential shall be deliberated in accordance with the external and internal rules in force at the time in question for treatment of such documents[25].

The discussion documents are listed on the agenda with their own item number and are deliberated at the meeting. Documents or other material for information may be distributed along with the discussion documents.

4 Proceedings and keeping minutes

4-1 General

The proceedings of the Executive Board shall be conducted at meetings. A meeting means a physical meeting, where the members are present in the same room.^[26] The chair of the Executive Board may nonetheless decide in special cases that a matter may be deliberated in writing or in another adequate manner, unless a member requires such matter to be deliberated at a meeting.^[27]

The employee-elected board members participate in meetings during the deliberation of administrative matters (cf Section 4-3).

Employees of the administration may attend meetings as needed, unless otherwise decided.

The CEO of NBIM is entitled and obliged to attend and speak during the deliberation of matters pertaining to investment management and is entitled to speak during the deliberation of joint administrative matters of importance to NBIM. This shall not apply if otherwise decided by the Executive Board in special cases or in case of the excused absence of the CEO of NBIM.[28]

The Executive Board’s working language is Norwegian.[29]

4-2 Decision basis and quorum

After an evaluation of discussion documents etc, the Executive Board may come to a decision on a matter, or decide that the deliberation of a matter is to be postponed. The chair of the Executive Board may withdraw a matter that has been proposed, if no Executive Board member opposes this (cf Section 3-1, seventh paragraph).

The Executive Board is quorate when no less than five board members participate in the proceedings of the Board. A decision by the Executive Board shall require more than half of the board members who participated in the deliberation of the matter to have voted in favour of the decision.[30] A vote takes place at the request of a voting member.

4-3 Administrative matters

The Executive Board deliberates administrative matters separately (cf Sections 3-1 and 4-1).

All matters that essentially concern the Bank’s internal organisation and administration are considered administrative matters.

In the event of disagreement on its placement on the agenda, the Executive Board decides whether a matter is of an administrative nature[31].

The employee-elected board members may be given the opportunity to excuse themselves from the deliberation of negotiations between the Bank’s executive management and the employees.

4-4 Minutes

The Executive Board shall keep minutes of its meetings.[32]

The minutes shall state the meeting date, the members present and the members participating in the deliberation of each matter and the decision reached by the Executive Board. They shall further state who else was present when a particular matter was deliberated.

Minutes of the Executive Board’s proceedings are taken item by item. The heading, an introduction, if any, and the decision shall briefly summarise what the matter pertains to, as well as the Executive Board’s position on a subcommittee’s recommendation on a particular matter. Documentation that sheds further light on the decision may be attached to the minutes.

Unless the Executive Board reaches a different decision, the matter is noted. This implies that the Executive Board has deliberated the matter and has no comment, unless this is expressed in the decision. The minutes may also report that purely informational matters have been noted.

An Executive Board member may require to have his or her view recorded in the minutes. The outcome of votes, including comments or dissents with a brief justification where required, shall be recorded in the minutes. Comments or dissents may, if circumstances warrant, also be included in letters and statements by the Executive Board.

Draft minutes are sent to the members for comment a short time after the meeting and presented for final approval at the next meeting. Only what appears in the final minutes is regarded as having been approved or deliberated by the Executive Board, and approved minutes may only be amended by new deliberations by the Executive Board.

The minutes of each meeting are sent to the Supervisory Council and the Ministry of Finance once they are approved. [33] Minutes shall also be sent to Office of the Auditor General as soon as approved (cf Section 12 of the Storting’s (Norwegian parliament) Instructions of 11 March 2004 on the activities of the Office of the Auditor General). [34]    

4-5 Disclosure and access to discussion documents etc

Distributed discussion documents are exempt from public disclosure under Section 14 of the Freedom of Information Act regarding an administrative agency’s internal documents. Approved recordings in the minutes of individual matters where deliberation has been finalised are subject to public disclosure unless they are exempt therefrom under the rules on exemptions for confidential information or the document’s contents. Discretionary disclosure, if applicable, is practised in consultation with responsible persons at the Bank.

Disclosure requests may be refused for documents held by Norges Bank relating to investment management[35] that are exempt from the Freedom of Information Act under Section 1, third sentence, litra b of the Freedom of Information Regulation [36] «documents relating to asset management held by a legal person whose purpose is management of this kind».

Approved minutes from the Executive Board are published on the Bank’s website insofar as they are not exempt from public disclosure, and at the same time publication is announced on the Bank’s intranet. 

The Governor speaks on behalf of the Executive Board externally.

5 Delegated authority – general powers

5-1 Authorisation by the Executive Board

The Governor and the CEO of NBIM may decide a matter within the remit of the Executive Board by the authority of the Executive Board (cf Section 2-11, Sub-section 2, and Section 2-13, Sub-section 3, of the Central Bank Act). Such authority may also derive from the job description (cf Section 1-2, fourth sentence). With the exception of delegation through the job description, the Executive Board makes a separate decision to confer authority in each matter and area. Such delegation decisions shall be documented.

The decision to confer authority shall state whether authority to decide a matter within the remit of the Executive Board may be delegated further.

Delegation of authority to make investment decisions in the management of the GPFG shall be stated in the Executive Board’s investment mandate for the CEO of NBIM. 

There shall be at all times an up-do-date overview of all key authorisations at the Bank, and in this regard, day-to-day management shall ensure that further delegation of authority is documented in job descriptions and investment mandates or in another appropriate manner.

5-2 General powers

The Governor and the CEO of NBIM may, within their respective areas of responsibility, decide a matter when it is necessary for a decision to be made swiftly, and time and opportunity do not allow the matter to be presented to the Executive Board (cf Section 2-11, Sub-section 2, and Section 2-13, Sub-section 3, of the Central Bank Act). The Executive Board shall be informed in writing of the decision as soon as possible.

This power may not be delegated further, unless this is required for managing a crisis or for other reasons of security or contingency preparedness. In such cases, the Governor or the CEO of NBIM may, in delineated areas, delegate his or her power to the responsible director or to a specially designated responsible person.

6 Governor and Deputy Governors and CEO of NBIM  

6-1 Governor

The Governor is responsible for the day-to-day management of Norges Bank’s activities and shall adhere to guidelines and instructions from the Executive Board. Day-to-day management shall not include matters that are of an unusual nature or major importance in the context of the activities of the central bank. Nor shall day-to-day management include matters relating exclusively to the day-to-day management of Norges Bank’s management of the GPFG. The Executive Board shall determine the detailed delineation of the responsibilities referred to in the previous sentence in instructions for day-to-day management.^[37]

6-2 Deputy Governors

The Deputy Governors are the Governor’s deputies in the day-to-day management of Norges Bank (cf Section 6-1) ^[38]. The Deputy Governors are also the first and second deputy chairs of the Executive Board, respectively (cf Section 2-1, second sentence).

They act in the Governor’s stead in the Governor’s absence, or when it is otherwise decided by the Executive Board or the, and then exercise the Governor’s authority.

The Governor can lay down a more detailed division of the tasks in the day-to-day management between the Governor and the Deputy Governors. 

6-3 CEO of NBIM

The CEO of NBIM is responsible for the day-to-day management of Norges Bank’s management of the GPFG and shall adhere to guidelines and instructions from the Executive Board (see also Section 1-2, fourth sentence, and Section 6-1, first sentence). Day-to-day management shall not include matters that are of an unusual nature or major importance in the context of Norges Bank’s management of the GPFG.^[39]

6-4 Powers to commit Norges Bank and other external legal representation ^[40]

The Executive Board represents Norges Bank externally and is authorised to sign on its behalf.

The Executive Board may authorise board members and named employees to sign on behalf of Norges Bank. The authority to sign on behalf of the Bank may be revoked at any time.

The Governor represents Norges Bank externally in matters falling within the scope of the Governor’s powers under Section 2-11 of the Central Bank Act (cf Section 6-1) and may to that extent sign agreements and commit the Bank externally^[41].

The CEO of NBIM represents Norges Bank externally in matters falling within the scope of his or her powers under Section 2-13 of the Central Bank Act (cf Section 6-3) and may to that extent sign agreements and commit the Bank externally.

7 Executive Board position – responsibilities, impartiality, ethical rules, duty of confidentiality etc

7-1 Executive Board members’ responsibilities

Members of the Executive Board have an individual responsibility for discharging the Executive Board’s duties.

7-2 Impartiality and ethical principles

The impartiality rules in the Public Administration Act apply to the members the Executive Board. Moreover, the Ministry of Finance has laid down special provisions on members’ relationships with other undertakings^[42], (see the Ministry of Finance’s Supplementary provisions on impartiality etc for members of Norges Bank’s Executive Board and Monetary Policy and Financial Stability Committee (“the Impartiality Rules”) of 20 December 2019 No. 2095. 

“Ethical principles for employees of Norges Bank” laid down by the Executive Board as a supplement to the Impartiality Rules apply to the Governor, Deputy Governors and employee-elected members of the Executive Board.

“Ethical principles for the external members of Norges Bank’s Executive Board and Committee” laid down by the Executive Board as a supplement to the Impartiality Rules apply to the Executive Board’s external members. The individual members of the Executive Board should insofar as is possible notify the chair of the Executive Board or secretariat if the person in question, when receiving discussion documents or in another manner, sees that he or she may be disqualified for the deliberation of a matter.

The question of impartiality is decided by the Executive Board without the participation in the decision of the person concerned [43].

A member of the Executive Board who is disqualified in a matter shall not participate in the deliberation of the matter. If the member has nonetheless participated in the deliberation, a decision in the matter under the circumstances would have to be regarded as invalid.

The Executive Board may excuse a member from the deliberation of a matter when the member concerned so wishes for personal reasons and there are circumstances resembling a conflict of interest.

7-3 Duty of confidentiality

The members of the Executive Board shall sign a separate confidentiality undertaking and shall be obliged to prevent others from gaining access to or knowledge of any information that comes to their knowledge as members of the Executive Board with regard to the business affairs of the Bank or others or the personal affairs of anyone (Section 5-2 of the Central Bank Act).

The Executive Board may, irrespective of the duty of confidentiality, disclose information on the business affairs of Norges Bank. The same applies to anyone authorised to do so by the Executive Board. The same also applies to the Monetary Policy and Financial Stability Committee for its area and to the Supervisory Council in matters within the remit of the Supervisory Council and that do not pertain to the Executive Board’s or the Committee’s areas of responsibility.^[44]

8 Other provisions

8-1 Remuneration

Remuneration for the external members of the Executive Board is determined by the Ministry of Finance (Section 2-3, Sub-section 6, of the Central Bank Act). Refunds of expenses are subject to the Bank’s rules.

8-2 Amendments

Material amendments to these rules of procedure are decided by the Executive Board. Technical updates and editorial adjustments may be made by the chair of the Executive Board, with subsequent information to the Executive Board.

Attachement

Division of responsibilities between Norges Bank’s Executive Board and the Monetary Policy and Financial Stability Committee, as laid down by the Executive Board on 9 January 2020, with subsequent changes, in consultation with the Committee

Footnotes

[1] Section 2-4, Sub-section 1, of the Central Bank Act.

[2] Section 1-7, first paragraph, of Mandate No 1414 of 8 November 2010 for the management of the Government Pension Fund Global.

[3] Section 2-4, Sub-section 2, of the Central Bank Act.

[4] Section 4-3, Sub-section 2, of the Central Bank Act.

[5] Section 2-4, Sub-section 3, first sentence, of the Central Bank Act

[6] Ministry of Finance Instructions of 18 December 2014 No 1793

[7] Norges Bank Investment Management.

[8] Ministry of Finance Instructions of  28 June 2022 No 1223 § 10 Sub-section 2

[9] Section 2-4, Sub-section 4, of the Central Bank Act.

[10] Section 2-4 Sub-section 7, of the Central Bank Act.

[11] Section 2-4 Sub-section 8, of the Central Bank Act

[12] Section 2-15 Sub-sections 1 and 2, of the Central Bank Act.

[13] Section 1-7, second paragraph, of the Mandate.

[14] Section 2-5, Sub-section 5, of the Central Bank Act

[15] Section 2-4, Sub-section 8, of the Central Bank Act.

[16] Section 2-4, Sub-section 3, of the Central Bank Act

[17] Section 2-3, Sub-section 3, of the Central Bank Act.

[18] Section 2-3, Sub-sections 1 and 2, of the Central Bank Act.

[19] Section 2-4, Sub-section 5, of the Central Bank Act.

[20] Section 2-4, Sub-section 6 (cf Section 2-3, Sub-section 2) of the Central Bank Act (see Prop. 97 L (2018-2019), page 147).

[21] Cf Section 5-2, third paragraph, of the Mandate for the management of the GPFG, with reference to the Regulation of 21 December 2011 No. 1467 under the Securities Funds Act, which shall apply “subject to necessary modifications” (see Section 2-34, fifth paragraph, of the Regulation on requirements for the appointment of a remuneration committee). 

[22] Cf Prop 97 L (2018-2019), pages 61 and 148.

[23] Section 2-5, Sub-section 1, of the Central Bank Act.

[24] Section 2-5, Sub-section 4, of the Central Bank Act.

[25] Cf eg the Security Act and the Protection Instructions.

[26] See Prop. 97 L (2018-2019), page 148

[27] Section 2-5, Sub-section 1, of the Central Bank Act

[28] Section 2-5, Sub-section 4, of the Central Bank Act

[29] See Prop. 97 L (2018-2019), page 57. 

[30] Section 2-5, Sub-section 2, of the Central Bank Act.

[31] See Prop 97 L (2018-2019), page 146.

[32] Section 2-5, Sub-section 3, of the Central Bank Act

[33] Section 4-3, Sub-section 3, of the Central Bank Act

[34] Section 12, second paragraph, of the Storting’s Instructions for the Office of the Auditor General:  “The Office of the Auditor General shall be sent copies of the minutes of Executive Board and Supervisory Board meetings as they are approved”.

[35] Pertains to the management of both the GPFG and the foreign exchange reserves

[36] Ministry of Finance Regulation of 17 October 2008 No 1119

[37] Section 2-11, Sub-section 1, of the Central Bank Act.

[38] See Prop. 97 L (2018-2019), page 52

[39] Section 2-13, Sub-section 2, of the Central Bank Act.

[40] Section 2-14, Sub-sections 2 through 4, of the Central Bank Act

[41] See Prop 97 L, page 152

[42] Section 2-6, Sub-section 4, of the Central Bank Act.

[43] See Section 8, second paragraph, of the Public Administration Act: “In collegiate bodies the decision shall be made by the body itself, without the participation of the member concerned.”

[44] Section 5-2, Sub-section 3, of the Central Bank Act.