The corporate governance principles of the group are laid down by the board of directors of Aker Solutions. The principles are based on the Norwegian Code of Practice for Corporate Governance, dated 21 October 2010 (the «Code of Practice»). Below follows an account outlining how Aker Solutions has implemented the Code of Practice. This account follows the same structure as the Code of Practice and covers all sections thereof. Deviations from the Code of Practice are discussed under the relevant section.
Section 1: Implementation and reporting on corporate governance
Good corporate governance shall ensure that appropriate goals and strategies are adopted, that the adopted strategies are implemented in practice, and that the results achieved are subject to measurement and follow-up. The principles shall also contribute to ensuring that the activities of the group are subject to adequate controls. An appropriate distribution of roles and adequate controls shall contribute to the largest possible value creation over time, for the benefit of the owners and other stakeholders.
Basic corporate values and ethical guidelines
Aker Solutions wishes to contribute to sustainable social development through responsible business practices. The board of directors has defined a set of basic corporate values for the group to ensure this. The ethical guidelines and other policy documents of the company have been drafted on the basis of these basic corporate values. Aker Solutions has a total of 20 policies, which provide, inter alia, business practice guidance within a number of key areas. These policy documents express the position of the company with regard to, inter alia, corporate responsibility, whilst at the same time providing operational guidelines that apply to individual employees, thus ensuring compliance within the various functions operated by the company. All policies are updated and revised in 2010. In 2009, Aker Solutions developed and implemented its own «Code of Conduct» for the group, which was applied in 2010 and which also will be applied 2011. It summarises the corporate responsibility principles adopted by Aker Solutions and other key requirements governing the business practices of the company. The Code of Conduct is a brief summary of key principles laid down in the group’s guidelines, annual reports and corporate responsibility reports. Discussion and clarification of the basic corporate values adopted by the group, as well as its ethical guidelines and corporate social responsibility principles, are available on the Aker Solutions website www.akersolutions.com/CR.
The company has implemented procedures to ensure that Aker Solutions' projects globally are conducted in compliance with the company’s own guidelines. For key areas like HSE, anti-corruption and human rights, the controls are effected through internal procedures, some of which are elaborate. In case of doubt, issues may be referred for deliberation at group level, where they are examined by the group function enterprise risk. As far as the main projects of the company are concerned, the complex extended effects and risks are reviewed by a committee with a broad representation, which makes recommendations on whether to pursue with the relevant projects.
Section 2: Business
The objectives of the company, as defined in its articles of association, are «to own or carry out industrial- and other associated businesses, management of capital and other functions for the Group, and to participate in or acquire other businesses». The principal strategies of the group are presented in the annual report. Each year, the board of directors evaluates the strategy, goals and guidelines of the company through designated strategy processes. Information concerning the financial position and principal strategies of the company, and any changes thereto, is disclosed to the market in the context of the company’s quarterly reporting and in designated market presentations.
Section 3: Equity and dividends
The book equity of the group as per 31 December 2010 is NOK 10 354 million, which represents an equity ratio of 25.6 percent. The dividend policy of Aker Solutions is set out in the Share and Shareholder Information chapter on page 77 of the annual report. The dividend policy is one of the factors that were taken into account when the board of directors prepared its proposal for the allocation of the profit for the year 2010.
Authoriations for the board of directors
Proposals from the board of directors for future authorisations for acquisition of treasury shares or share capital increases shall be restricted to defined purposes and shall remain in effect until the next annual general meeting. Existing authorisations for the board of directors to acquire treasury shares are described in the Share and Shareholder Information chapter on page 77 of the annual report. As of year-end, there are no authorisations for board of directors to increase the share capital of the company.
Share purchase programme for employees
Aker Solutions wants its employees to be able to participate in Aker Solutions as owners, and to benefit from any increase in the value of the company, and thereby contribute to an even closer relationship between the employees and the company, as well as to enhance interest in the creation of value within the company. A share purchase programme for employees was therefore introduced in 2009, and it has subsequently been resolved to extend this into both 2010 and 2011. The contents of the share purchase programme are described in more detail in Note 10 Salaries, wages and social security costs, to the consolidated financial statements. The sale of shares to employees pursuant to the programme is realised from the own shares held at any given time, or by acquiring additional treasury shares pursuant to existing authorisations for the board of directors.
Section 4: Equal treatment of shareholders and transactions with close associates
The company has only one class of shares, and all shares carry equal rights. Existing shareholders shall have pre-emptive rights to subscribe for shares in the event of share capital increases, unless otherwise indicated by special circumstances. If the pre-emptive rights of existing shareholders are waived in respect of a share capital increase, the reasons for such waiver shall be explained by the board of directors. Transactions in own shares are effected via the Oslo Stock Exchange.
In the event of any material transactions between the company and shareholders, directors, senior executives or close associates thereof, which do not form part of ongoing projects pursued in the ordinary course of the company’s business, the board of directors shall arrange for an independent assessment. The same shall, generally speaking, apply to the relationship between Aker Solutions and the Aker Group. Any cooperation projects with e.g. Aker Clean Carbon AS, in which Aker Solutions holds a 50 percent ownership interest, and any contracts in the ordinary course of the company’s business with other listed companies in which Aker ASA holds ownership interests, will nevertheless normally be negotiated and concluded at arm’s length without any independent assessment necessarily being arranged for.
Aker Solutions has prepared guidelines ensuring that directors and senior executives notify the board of directors if they have any material direct or indirect personal interest in any agreement concluded by the group. The rules of procedure for the board of directors of Aker Solutions stipulate that the directors and the chief executive officer shall not participate in the preparation, deliberation or resolution of any matters that are of such special importance to themselves, or any of their close associates, that they must be deemed to have a prominent personal or financial interest in such matters. The relevant director and the chief executive officer shall raise the issue of his or her competence whenever there may be cause to question it.
The chairman of the board of directors, Øyvind Eriksen, and one other director, Kjell Inge Røkke, are indirect shareholders of both Aker ASA and Aker Solutions. Since their relative indirect ownership interests in Aker ASA exceed their ownership interests in Aker Solutions, the said directors will not participate in the board of directors’ deliberation of matters that concern commercial relationships between Aker Solutions and Aker ASA. The same principle is applied if Aker Solutions contracts with other companies in which the said directors hold direct or indirect ownership interests that exceed, in relative terms, their ownership interests in Aker Solutions.
If incompetence is concluded, the relevant director will not be granted access to any documentation, etc., prepared to the board of directors prior to the deliberation of the relevant matter either.
In general, Aker Solutions applies a strict norm as far as competence assessments are concerned. In cases where the chairman of the board of directors does not participate in the deliberations, the deputy chairman of the board of directors chairs the meeting.
As far as the other officers and employees of Aker Solutions are concerned, transactions with close associates are comprehensively addressed and regulated in the group’s rules of ethics.
Principal shareholder
Aker ASA holds 60 percent of the shares of Aker Holding AS, which held 40.27 percent of the shares of Aker Solutions as per 31 December 2010. Proposition No. 88 (2006–2007) to the Storting (parliament) contains more detailed information concerning the establishment of Aker Holding AS and the agreement between Aker ASA and the other shareholders of Aker Holding AS. The board of directors is of the view that it is positive for Aker Solutions that Aker ASA assumes the role of an active owner and is actively involved in matters of major importance to the group and to all shareholders. The cooperation with Aker ASA offers Aker Solutions, inter alia, access to special knowhow and resources within strategy, transactions and funding. Moreover, Aker ASA offers network and negotiation resources from which Aker Solutions benefits in various contexts. This complements and strengthens Aker Solutions without curtailing the autonomy of the group. It may be necessary to offer Aker ASA special access to commercial information in connection with such cooperation. Any information disclosed to Aker’s representatives in such a context will be disclosed in compliance with the laws and regulations governing the stock exchange and the securities market. Aker Solutions is not deemed, within the meaning of the Public Limited Companies Act, to be a close associate of Aker ASA, or any company in which Aker ASA holds ownership interests, but the board of directors and the executive management team of Aker Solutions are nevertheless very conscious that all relations with other Aker companies shall be premised on commercial terms and structured in line with the arm’s length principle. Transactions are made public in accordance with the rules and regulations governing companies listed on the Oslo Stock Exchange. Furthermore, transactions of a certain magnitude between Aker Solutions and companies within the Aker ASA group will be handled in accordance with the procedures in Section 3-8 of the Public Limited Companies Act. See also the discussion of transactions with close associates in Note 8 Related parties, to the consolidated financial statements.
Section 5: Freely negotiable shares
The shares are listed on the Oslo Stock Exchange and are freely transferable. No transferability restrictions are laid down in the articles of association.
Section 6: General meetings
The company encourages shareholders to attend the general meeting. It is a priority for the company to hold the general meeting as soon as possible after year end. Notices convening general meetings, including comprehensive documentation relating to the items on the agenda, hereunder the recommendation of the nomination committee, are made available on an ongoing basis on the company’s website no later than 21 days prior to the general meeting. The articles of association of the company stipulate that documents pertaining to matters to be deliberated by the general meeting shall only be made available on the company’s website, and not normally be sent physically by post to the shareholders unless required by statute.
The deadline for registering intended attendance is as close to the general meeting as possible. Shareholders who are unable to attend may vote by proxy. Moreover, information concerning both the registration procedure and the filing of proxies is included in the notice convening the general meeting and on the registration form. The company also aims to structure, to the extent practicable, the proxy form such as to enable the shareholders to vote on each individual item on the agenda. The articles of association stipulate that the general meetings shall be chaired by the chairman of the board of directors or a person appointed by said chairman. It is intended for the board of directors, the chairman of the nomination committee and the company’s auditor to attend the general meeting.
It is a priority for the nomination committee that the board of directors shall work in the best possible manner as a team, and that the background and competence of the directors shall complement each other. As a consequence, the board of directors will propose that the shareholders are invited to vote on the full board composition proposed by the nomination committee as a group, and not on each member separately.
As it is a priority for the general meeting to be conducted in a sound manner, with all shareholder votes to be cast, to the extent possible, on the basis of the same information, the company has thus far not deemed it advisable to recommend either the introduction of an electronic attendance. The company will contemplate the introduction of such arrangements on an ongoing basis in view of, inter alia, the security and ease of use offered by available systems.
The board of directors will however propose for the annual general meeting for 2010 to vote for an amendment of Aker Solutions’ articles of association to allow for advance voting options at future general meetings.
Minutes of general meetings will be published as soon as practicable on the announcement system of the Oslo Stock Exchange, www.newsweb.no (ticker: AKSO), and on the company’s own website, www.akersolutions.com, in the IR section.
Section 7: Nomination committee
The articles of association stipulate that the company shall have a nomination committee. The nomination committee shall have no less than three members, who shall normally serve for a term of two years. The current members of the nomination committee are Leif-Arne Langøy (chairman), Gerhard Heiberg, Kjeld Rimberg and Mette Wikborg. The terms of Leif-Arne Langøy, Kjeld Rimberg and Mette Wikborg expire in 2011.
A majority of the members of the nomination committee are independent of the board of directors and the executive management of the company. The articles of association charge the nomination committee with proposing candidates for appointment as directors. The nomination committee shall also propose the fee payable to the directors.
The composition of the nomination committee shall reflect the interests of all shareholders, in addition to its members’ independence from the board of directors and the executive management. The members and the chairman of the nomination committee are appointed by the general meeting, which also determines the reward of the committee. The annual general meeting for 2010 will, in accordance with the Code of Practice, be presented with guidelines governing duties of the nomination committee, for approval.
Information concerning the nomination committee and deadlines for making suggestions or proposing candidates for directorships are available on the company’s own website, www.akersolutions.com, in the IR section.
Section 8: Corporate assembly and board of directors: Composition and independence
It has been agreed with the employees that the company shall have no corporate assembly. The right of the employees to be represented and participate in decision making is safeguarded through, inter alia, expanded employee representation on the board of directors.The articles of association stipulate that the board of directors shall comprise six to ten persons, one third of whom shall be elected by and amongst the employees of the group. In addition, up to three shareholder-appointed alternates may be appointed.
The proposal of the nomination committee will normally include a proposed candidate for appointment as chairman of the board of directors, which appointment is made by the shareholders in the general meeting.The board of directors appoints its own deputy chairman. According to the Public Limited Companies Act, the directors are appointed for a term of two years at a time unless otherwise stated in the company’s articles of association.The board of directors will however propose for the annual general meeting for 2010 to vote for an amendment of Aker Solutions’ articles to allow for the flexibility for appointing directors for terms of minimum one year and maximum three years.
The board of directors comprised ten directors as of 31 December 2010, six of whom were elected by the shareholders and four of whom were elected by and among the employees. The current composition of the board of directors is described on page [x] of the annual report, where information about the background and affiliations of the directors can also be found. The company encourages the directors to hold shares of the company. The shareholdings of the directors as of 31 December 2010 are set out in Note 10 Salaries, wages and social security costs, to the consolidated annual statements. A majority of the directors elected by the shareholders are independent of the executive personnel and important business associates. None of the executive personnel of the company are directors thereof.
The composition of the board of directors aims to ensure that the interests of all shareholders are attended to and that the company has the knowhow, resources and diversity it needs at its disposal. At least half of the directors elected by the shareholders are independent from the principal shareholder of the company.
The terms of all directors expire in 2011. The reasoned proposals of the nomination committee for candidates to become shareholder-appointed directors will be published on the company’s website and on the Oslo Stock Exchange, via www.newsweb.no, as soon as available. The appointment of employee representatives to the board of directors will be conducted as prescribed by the Public Limited Companies Act and the Representation Regulations. The board of directors has appointed a designated appointment committee charged with implementing the appointment of such employee representatives, which committee comprises representatives of the employees and of the executive management team.
Section 9: The work of the board of directors
The board of directors adopts an annual plan for its work, with an emphasis on goals, strategy and implementation. Furthermore, there are rules of procedure for the board of directors, which govern areas of responsibility, duties and the distribution of roles between the board of directors, the chairman of the board of directors and the chief executive officer. The rules of procedure for the board of directors also include provisions on convening and chairing board meetings, on decision making, on the duty and right of the chief executive officer to disclose information to the board of directors, on the duty of confidentiality, as well as on competence, etc.
In June 2010, President & CEO Simen Lieungh left the company. Since then, chief financial officer Leif H. Borge has been acting president of Aker Solutions ASA, while Øyvind Eriksen in his capacity as executive chairman has taken on the role as CEO for the group. The board is very focused on attracting the correct CEO candidate, and the recruitement prosess was still ongoing as per the publishing of this statement.
The board of directors has held 13 ordinary board meetingsin 2010, which have been attended by an average of 9.2 directors (out of a total of 10), with all directors having been in attendance at 6 of the meetings (46%). In addition, 4 extraordinary board meetings have been held, which have been attended by an average of 9.3 directors (out of a total of 10), with all directors attending the same extraordinary meeting in 1 of these meetings (25%).
The need for extraordinary board meetings may typically arise because the internal authorisation structure of the company requires the board of directors to deliberate and approve material tenders to be submitted by the company, whilst the deadlines for such submission often change, thus potentially making it difficult to fit this into the calendar of ordinary board meetings.
An overview of current directors’ participation in ordinary and extraordinary board meetings in 2010 is provided in Note 10 Salaries, wages and social security costs, to the consolidated financial statements of the group. The chief executive officer (or in the absence thereof, the acting president in cooperation with the executive chairman), prepares cases for deliberation by the board of directors, in consultation with the chairman of the board of directors. Weight is attached to having matters prepared and presented in such a way that the board of directors is provided with an adequate basis for its deliberations. The board of directors has overall responsibility for the management of Aker Solutions and shall, through the chief executive officer, ensure that its activities are organised in a sound manner. The board of directors shall, inter alia, adopt plans and budgets for the business, and keep itself informed of the financial position of, and development within, Aker Solutions. This encompasses the annual planning process of Aker Solutions, with the adoption of overall goals and strategic choices for the group, as well as financial plans, budgets and forecasts for the group and the business areas. The board of directors performs annual evaluations of its work and its knowhow in accordance with the rules of procedure for the board of directors.
Audit committee
Aker Solutions has an audit committee comprising three of the directors, which held eight meetings in 2010. Until 15 June 2010, the audit committee comprised Ida Helliesen (chairperson), Øyvind Eriksen and Atle Teigland. As from 15 June 2010, the audit committee comprises Ida Helliesen (chairperson), Lone Fønns Schrøder and Atle Teigland.
Generally speaking, at least one of the members of the committee shall have relevant accounting or auditing qualifications. The audit committee has a mandate and a working method that complies with statutory requirements. The committee will participate, on behalf of the board of directors, in the quality assurance of guidelines, policies and other governing instruments pertaining to Aker Solutions ASA. The audit committee performs a qualitative review of the quarterly and annual reports of Aker Solutions, which include the group reports.
Reward committee
The board of directors of Aker Solutions has a reward committee comprising three of the directors, which normally holds at least four meetings a year. The current members of the committee are Øyvind Eriksen, Kjell Inge Røkke and Vibeke Hammer-Madsen.
The committee prepares and recommends proposals for the board of directors relating to the salary and terms of the chief executive officer, as well as the guidelines and principles governing the reward of executive personnel within the group at any given time. The reward committee also approves, based on the recommendation of the chief executive officer, the salary and terms of those who report directly to the chief executive officer.
Section 10: Risk management and internal control
Aker Solutions manages risk through an internal framework comprising guidelines, procedures, standards and process tools intended to ensure good business operations and provide unified and reliable financial reporting. The framework is anchored in the various group functions. The group has defined risk into four main areas:
- Financial and strategic: Market and customer developments may influence the earnings and future prospects of the company
- Operational and project-related: Delivery and quality risk in the implementation of projects and in the production of products and services
- Reputational: Events that may affect the reputation of Aker Solutions amongst customers, government authorities, the general public, suppliers and other stakeholders
- Mergers and acquisitions: Risk relating to the divestment, acquisition or restructuring of businesses
The managerial and organisational model of the company implies that individual group functions have a global responsibility for following up on their respective areas of specialisation and the frameworks associated therewith. Such responsibility includes risk management. This applies irrespective of how one has chosen to organise the businesses, and involves, inter alia, a close dialog within the corporate risk committee and the investment committee of the company, as well as monthly meetings relating to financial and operational reporting from the business areas. Individual group functions follow up on their area of responsibility, also outside these forums, through a direct dialog with the businesses, both in connection with specific projects and as part of knowhow development to enhance risk management. The overall risk management effort is primarily handled by the following group functions, in close cooperation with the business areas:
- Enterprise risk coordinates the management of risk outside the traditional project and financial areas, and has overall responsibility for the development of the company’s framework, basic corporate values, corporate responsibility policy, anti-corruption effort and ethical guidelines
- Project and operational support assists in connection with project assessments in the tender phase and the implementation phase. The unit chairs the corporate risk committee of the group, which is responsible for assessing risk and giving advice to the group executive management team in respect of all major tenders that the group contemplates for submission
- Accounting and control is responsible for the financial reporting and financial assessments made in relation thereto. In addition, the unit chairs the group’s investment committee. The investment committee shall give advice to the group executive management team concerning risk exposure in major capital investments
- Treasury is responsible for financial market risk and the group’s exposure in financial markets, and is a permanent member of the investment committee of the group
- Insurance is charged with the procurement of the group’s insurance programme and assists with the insurance-related follow-up of projects, as well as the operation of the group’s captive underwriter
- Legal assists all of the abovementioned functions in their handling of risks by, inter alia, being a permanent member of the project risk committee and the investment committee of the group, and is also responsible for the contractual and legal follow-up of projects, partners, agreements, disputes and the relationship with the governmental framework
- Tax handles the various tax risks of the group, relating to, inter alia, transactions, operational activities, tax returns and the preparation of financial statements
In addition to the said group functions, the business areas have their own management teams and finance/staff functions tailored to their organisations and activities.
As a supplement to the group functions’ own control of risks and procedures, the internal control unit has independent responsibility for auditing the units’ establishment and implementation of necessary systems and procedures within both the financial and the operational processes. This unit performs regular controls of the units, with subsequent reporting of any improvement measures. The group executive management team is provided with a summary of all audits carried out on the businesses.
Each business has independent responsibility for adherence to the internal framework of the group and compliance with external laws and regulations at any given time. This involves close cooperation between the staff functions and the business areas with a view to identifying, monitoring, reporting and handling risk for the entire group in conformity with, inter alia, the requirements laid down by the audit committee and the board of directors. Moreover, all businesses within the group evaluate, on an ongoing basis, their own adherence to the framework and whether established control activities work appropriately. This is done by using, inter alia, a standard form with a number of verification questions relating to the company’s guidelines and procedures. The audit committee of the board of directors assists the board of directors with ensuring that the company has internal procedures and systems that ensure good corporate governance, effective internal controls and good risk management – particularly in relation to financial reporting. The audit committee holds regular meetings with the chief financial officer and the responsible group functions in this regard.
The group’s businesses report monthly on the financial, operational and market status within their respective areas, including matters relating to important projects. The reports are reviewed in physical meetings with the chief executive officer and the chief financial officer before the board of directors receives its monthly report on the financial performance of the company, as well as a description of the status concerning the most important projects of the company. The business areas are responsible for monthly financial follow-up and reporting.
Page 10 of the annual report contains a more detailed description of the company’s handling of the operational and financial risk associated with the business activities.
Section 11: Reward of the board of directors
The reward of the board of directors reflects its responsibilities, knowhow and time commitment, as well as the complexity of the business. The reward is proposed by the nomination committee, and is not performance-related or linked to options in Aker Solutions. More detailed information about the reward of individual directors in 2010 is provided in Note 10 Salaries, wages and social security costs, to the consolidated financial statements for the group. Neither should the directors, or companies with which they are affiliated, accept specific paid duties for Aker Solutions beyond their directorships. If they nevertheless do so, the board of directors shall be informed and the reward shall be approved by the board of directors. No reward shall be accepted from anyone other than the company or the relevant group company in connection with such duties.
Section 12: Reward of executive personnel
The board of directors has adopted designated guidelines for the reward of executive management pursuant to the provisions of Section 6-16a of the Public Limited Companies Act. Aker Solutions has no option schemes or programmes for the allotment of shares to employees for 2011, but a share purchase programme was introduced for 2009, and it has subsequently been decided to extend this to both 2010 and 2011. Additional details pertaining thereto are available on page [x] in Note 10 Salaries, wages and social security costs, to the consolidated financial statements. Details pertaining to the reward for 2010 for individual executives are provided in Note 10 to the consolidated financial statements for the group. The executive reward guidelines of the company are set out in Note 10, and will consequently be submitted to the general meeting. The reward committee prepares and recommends proposals to the board of directors on the reward of the chief executive officer. The chief executive officer determines the reward of executive management on the basis of the guidelines laid down by the board of directors, see also the discussion on the reward committee of the board of directors in Section 9. All performance-related reward within the group has been made subject to a cap.
Section 13: Information and communications
Aker Solutions has prepared a designated IR policy, which is available on the company’s website. The company’s reporting of financial and other information is based on openness and the equal treatment of all securities market players. The long-term purpose of the IR function is to ensure access for the company to capital on competitive terms, whilst at the same time ensuring that the shareholders are provided with the most correct pricing of the shares that can be achieved. This shall take place through the correct and timely distribution of price-sensitive information, whilst ensuring, at the same time, that the company is in compliance with applicable rules and market practices. Reference is also made to the above discussion concerning the flow of information between Aker Solutions and Aker ASA in connection with their cooperation within, inter alia, strategy, transactions and funding.
All stock exchange announcements and press releases are made available on the company’s website, www.akersolutions.com, and stock exchange announcements are also available on www.newsweb.no. All information sent to the shareholders is posted on the company’s website at the same point of time. The company holds open presentations in connection with the reporting of financial performance, and these presentations are broadcast live via the internet. A capital markets day is also hosted annually, and is open to all interested parties. The financial calendar of the company is available on page 79 of the annual report and on the company’s website.
Section 14: Take-overs
Aker ASA has undertaken to retain control of Aker Holding AS for a minimum of ten years from June 2007. The board of directors has not deemed it appropriate to adopt specific guidelines for takeover situations for as long as the ownership cooperation context within Aker Holding AS remains intact.
Section 15: Auditors
The auditors annually present a plan for the implementation of the audit work to the audit committee. In addittion, the auditors have provided the board of directors with a written confirmation to the effect that the independence requirement is met. The auditors attend the meeting in the audit committee that deliberates the consolidated financial statements, and the auditors have reviewed any material changes to the accounting principles of the company, or to the internal controls of the company, with the audit committee. The board of directors may meet with the auditors without the chief executive officer or other members of the group executive management team being in attendance. Moreover, the board of directors will as from 2011 hold a minimum of one annual meeting with the auditors without the chief executive officer or other members of the group executive management team being in attendance. The Audit committee stipulates guidelines on the scope for using the auditors for other services than auditing, and makes recommendations to the board of directors concerning the appointment of external auditors and the approval of the auditors’ fees. Fees payable to the auditors, separated into those relating to auditing and those relating to other services, is specified in Note 12 Other operating expenses, to the consolidated financial statements for the group.