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The review will focus on Telenor’s handling of its ownership in VimpelCom which covers the Telenor nominees on the VimpelCom Supervisory Board and Telenor’s follow-up as a shareholder. In addition the review will cover actions and decisions by Telenor nominees and Telenor employees in relation to VimpelCom’s investment in Uzbekistan.
The review will assess facts and identify learning points for future governance and organization of Telenor’s ownerships. This would cover both the formal governance structure and the practical handling of the ownerships. The review will cover the period from 2005 until this date.
The conclusions and recommendations of the review will be made public.
The review will cover:
- Actions and decisions by the Telenor nominated board members on the VimpelCom Supervisory Board in relation to VimpelCom’s investments in Uzbekistan,
- Telenor’s formal governance structure in relation to VimpelCom and the handling of the VimpelCom ownership,
- Telenor’s follow-up as a shareholder towards VimpelCom in relation to the VimpelCom’s investments in Uzbekistan,
- The handling by Telenor ASA’s management, and the Board of Director’s oversight, of Telenor’s ownership in VimpelCom,
- Information to Telenor’s majority shareholder and to the Parliamentary Committee for Scrutiny and Constitutional Affairs on VimpelCom’s investment in Uzbekistan
Head of forensic services, Arnt Angell will lead the team from Deloitte. He has vast legal experience from compliance and anti-corruption area. Before joining Deloitte, Angell was a Chief Public Prosecutor and Head of The Norwegian National Authority for Investigation and Prosecution of Economic and Environmental Crime (ØKOKRIM) anti-corruption department.
The external review is one of a number of measures taken by the Board of Directors in the last few years to ensure the robustness of both its compliance and anti-corruption practices, and its governance of group operations.
- In 2011 the Board established an Ethics and Sustainability committee as one of the standing committees of the Board. In addition in December 2014, the BoD established a separate ad-hoc committee to ensure that the Board monitored the VimpelCom situation closely.
- Following a benchmark exercise of Telenor’s compliance function conducted by Deloitte during 2014, a reorganization of the compliance function was decided in the first half of 2015, and implemented.
- In April 2015 PwC was engaged to carry out an external evaluation of the company’s anti-corruption programme. The purpose of this evaluation was to review Telenor’s guidelines, systems and measures against corruption and their implementation throughout Telenor.
- A strategic review of the participation in VimpelCom was launched at the request of the Board in the summer of 2015. Management’s recommendation to exit this participation was approved by the Board on October 2, 2015. At that same meeting the Board decided to launch two other initiatives; first a review of Telenor’s handling and oversight of the minority ownership in VimpelCom as set out above, and second a governance assessment of Telenor’s subsidiary companies and other participations.
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