About the business

Moelven’s vision is to be the natural choice for people building and living Scandinavian style.

As one of Scandinavia’s leading providers of wood-based building products, we supply products and solutions to industrial and commercial customers as well as to builders and contractors in the construction project market.

Most of our companies work with wood – a renewable resource – as a raw material. Our products and system solutions ensure flexibility and reuse, and make an active contribution to our shared responsibility for the global environment.

Moelven’s mission is supplying quality rooms. Our business is built on three core values:

Sustainable: Moelven respects people and the environment. We base our business on renewable resources and have made a competitive advantage of sustainability and a long-term perspective. We are strongly committed to taking responsibility for our surroundings.

Reliable: Moelven can be trusted. We deliver quality goods at the agreed time. There is a strong focus on openness and honesty – acknowledging shortcomings and mistakes creates a basis for progress and credibility.

Seek opportunities: Moelven seeks solutions. The Group has the skills and resources to be a leader in product development and innovation. As a company, we have always been out in front, taking advantage of the opportunities offered by changing times.

Read more about the Moelven Group and our products and services at moelven.com

The board

Olav Fjell

Olav Fjell

Chairman of the Board since 2015
Olav Fjell graduated with a Masters’ degree in business and economics from the Norwegian School of Economics in Bergen (1975) and completed officers’ training for the infantry. After leaving the Norwegian School of Economics, his first job was for Kongsberg Våpenfabrikk from 1975, where he was CFO during the last five years, before leaving in 1987. He then went on to work for Bergen Bank, DNB then Postbanken as CEO, before taking the position of CEO of Statoil from 1999 to 2003, as consultant in First Securities from 2004 to 2005, CEO of Lindorff from 2005 to 2007 and CEO of Hurtigruten from 2007 to 2012. Since 2012, Olav Fjell has worked as Chairman of the Board and consultant for numerous companies. He took on the position of Chairman of the Board in Moelven in 2015.
Trond Stangeby

Trond Stangeby

Deputy Chairman of the Board since 2013
Trond Stangeby has a Masters’ degree in engineering from the Norwegian Institute of Technology and started his career in 1975 with Hydro, where he occupied several management positions over the next decades. Trond Stangeby was Director for the petrochemical plants at Rafnes from 1993 to 2000 and was responsible for the global production facilities at Hydro Agri, subsequently Yara International, from 2000 to 2007. In 2011, he joined the corporate management of Norske Skog, where he was responsible for the execution of major organisational changes and subsequently, all operational activities. Trond Stangeby is Chairman of the Board for Skagerrak Sparebank.
Ingvild Storås

Ingvild Storås

Board member since 2017
Ingvild Storås is CEO of Baneservice AS and has a Masters’ degree in engineering from the Norwegian University of Science and Technology (former Norwegian Institute of Technology) in Trondheim. She has years of experience from different management positions and several board positions in the building and construction branch. Ingvild Storås has been departmental manager for Block Watne, regional manager at Mesta and has worked for the Norwegian Public Roads Administration for many years.
Elisabeth Krokeide

Elisabeth Krokeide

Board member since 2008
Elisabeth Krokeide has a Masters’ degree in business and economics and is a state authorised public accountant. She works as IR Supervisor for Eidsiva Energi and in the past years has mainly worked with business development, active ownership in different branches, financing and investor relations. She is also CEO of Energiråd Innlandet AS and was previously the CFO of Mjøskraft AS, the CFO for Raufoss ASA and has experience from both banking and the timber industry. She has several board positions in different industries.
Lars-Håkan Karlsson

Lars-Håkan Karlsson

Board member from 2013
Lars-Håkan Karlsson has been employed by Moelven Randsbysågen AB since 1973. He has worked with a wide range of tasks, from the sawmill to the adjusting machinery. He is a labour union chairman and leader of the cooperation committee. He is also the main safety representative at the sawmill and has several political appointments in Torsby municipality.
Martin Fauchald

Martin Fauchald

Board member since 2007
Martin Fauchald works with production at Moelven Limtre AS where he has been employed since 1981. He has been a labour union chairman for 10 years and is a member of the Norwegian United Federation of Trade Unions industry and tariff committee. He is also part of a committee under the same union that is chaired by the Norwegian Directorate for Education and Training, set up to provide insight into how vocational education and apprenticeship schemes in upper secondary schools can be reinforced. Martin Fauchald is leader of the corporate committee in Moelven.
Asbjørn Bjørnstad

Asbjørn Bjørnstad

Board member from 2015
Asbjørn Bjørnstad has a Masters’ degree in agriculture from the former Norwegian agricultural college (1974) and started his career with International Seed Testing Association, where he was Director up to 1980. He then went on to act as Director for various companies up to 1987, before taking the role of CEO for Norsk Frøforsyning in Hamar. From 1994 to 1999, he was the CEO of Hoff Norske Potetindustrier. He is now the CEO of SIKON Øst AS, a position he has held since 1999. Asbjørn Bjørnstad also has several board positions locally, including with Mjøsen Skog and Pihl.

Group management

Morten Kristiansen

Morten Kristiansen

CEO
Morten Kristiansen is fully qualified as a civil engineer and has a Bachelor of Business Administration from the Norwegian Business School (BI). He started working for Moelven Limtre in 1981 and held a number of positions with the company until 1994, when he was recruited as Managing Director of Hedalm Trelast AS.Since then, Kristiansen has been Managing Director of Moelven Industrier ASA, with responsibility for supplies to the Group's sawmills and for sales of fibre and energy raw materials. He was appointed as acting CEO in September 2014.
Marcus Johansson

Marcus Johansson

Division Manager Building Systems
Marcus Johansson is a graduate engineer from Australia and holds a technical graduate degree from the University College of Falun/Borlänge. Following many years in different management positions with Skanska, where he also worked abroad in Honduras for a year, he has broad experience from building operations. Johansson was hired as division Manager of Moelven Buildings Systems in 2013.
Bjarne Hønningstad

Bjarne Hønningstad

Division Manager Wood
Bjarne Hønningstad is a graduate engineer from The Norwegian University of Science and Technology. For the first ten years after completing his degree he held various positions at Exxon Mobil's (known as Esso in Norway) oil refinery at Slagentangen outside Tønsberg. There his duties included transport and logistics, operations and maintenance, and eventually sales as well. In 2008 he took up position as Division Manager of Moelven Wood. Hønningstad is also a board member at BNL.
Anders Lindh

Anders Lindh

Division Manager Timber
Anders Lindh holds a degree in civil engineering, specializing in woodworking. After earning his degree, he has held various leadership positions, including at Martinsons Trä AB, SCA Timber AB, NWP AB and Bergkvist-Insjön AB. Starting in 2013 he became director of Moelven Våler AS, and took up position as Division Manager of Moelven Timber on 1 December 2016.

Joint services

Morten Sveiverud

Morten Sveiverud

CFO
Morten Sveiverud is an economist and has headed the parent company and group's economy and finance department since 2005. He was employed in 1988 and has held the positions of accounting manager, group accountant and CFO. Sveiverud was previously employed by Storebrand where he worked as a financial consultant.
Even Rognan Lutnæs

Even Rognan Lutnæs

CIO
Even Rognan Lutnæs is a Cand. Mag. graduate in Information Technology from the Norwegian University of Science and Technology. He was employed in Expert AS in the period from 2004 to 2015 with several roles and positions in the IT department, amongst others as SAP Technical Consultant, Team Lead Integrations, Nordic IT Operation Manager before working in the Group Management from 2013 as CIO. Lutnæs was hired as CIO at Moelven Industrier ASA in August 2015.

Corporate governance

Corporate governance at the Moelven Group is based on the current Norwegian recommendation for corporate governance of October 2014. The recommendation has not been changed in 2016, and is available in its entirety at www.nues.no

The list below gives references to where the points required by section 3-3b of the Norwegian Accounting Act may be found.

Eier- og virksomhetsstyring tabell 1 E

  1. Report on corporate governance

In accordance with the Public Limited Company Act it is the board of the company that is responsible for ensuring the proper organisation of the business and administration of the company. Moelven has a number of independent legal entities that are organised as limited companies in several countries. In accordance with company law in the respective companies, the boards of these companies have a corresponding responsibility for the individual entity as the board of directors has for the parent company and the group as a whole. The groups activities are based on Scandinavian values.  The basic values sustainability, reliability and using the opportunities that arise have become over time a natural part of the company culture. They also form the basis for the company's guidelines on social responsibility, ethics, anti-corruption, HSE, employment conditions etc. A complete summary of the guidelines adopted by the board is given in point 10.

  1. Business activities

In accordance with the company's articles of association, the company's purpose is fabrication and activities that are associated with this, trade and other financial activities, as well as participation in other companies by means of share subscription and other means. The board emphasises long-term, sustainable development and lays down in the group's strategic plan that the main focus in future shall be the improvement and further development of existing activities. The group has passed the critical size that is necessary to assert itself in competition. Quality shall be prioritised ahead of size and is an essential basis for both profitability and further growth. Both solidity and financing are satisfactory and give the necessary room for manoeuvre. The company's activities, objectives and main strategies are described in detail in the board's annual report.

  1. Share capital and dividends

At the end of 2016, equity in the parent company Moelven Industrier ASA was NOK 778.6 million (NOK 864.5 million). For the group as a whole, equity was NOK 1,813.4 million (NOK 1,756.9 million). The equity ratio was 38.0 per cent (36.8 per cent). The board's objective is a minimum of 40 per cent, a level that in the opinion of the board is appropriate in light of the economic fluctuations that have been seen in recent years. The board has adopted a dividend policy that is in line with the provisions of the shareholders' agreement between the company's six largest owners, who together represent 99.6 per cent of all shares. Given that considerations of the company's financial position and other sources of capital are satisfactorily safeguarded, the main rule of dividend policy is a cash dividend corresponding to 50 per cent of profit after tax, although a minimum of NOK 0.40 per share. The board is not authorised to perform capital increases or buy own shares.

On 26 April 2016 the general meeting decided to delegate authority to disburse dividends to the Board. The Board's competence to disburse dividends was limited to NOK 58,294,072, assuming that the company had sufficient capital and liquidity at the time the dividend was to be approved by the Board. The authorization is valid until the next annual general meeting, but as the Board resolved to pay a dividend equivalent to the upper limit in August 2016, the authorization was used. The Board can therefore not resolve further distribution under this authorization. Based on the annual net profit for 2016 and having considered the normal seasonal variations in the Group’s working capital needs and equity ratio, the board proposes to issue a dividend of NOK 0.48 per share, or NOK 62,179,816 in total. The parent company, Moelven Industrier ASA, which will distribute the dividend on behalf

of the Group, posted annual net profit of NOK 35.5 million in 2016, including group contributions av dividends from subsidiaries. 

  1. Equal treatment of shareholders and transactions with related parties

The share capital of Moelven Industrier ASA consists of 129,542,384 shares with a face value of NOK 5. The company owns 1,100 of its own shares. The company is not listed on the stock exchange. In total, the shares are distributed among approximately 940 shareholders. The six largest shareholders, Glommen Skog SA (29.1 per cent), Eidsiva Vekst AS (23.8 per cent), Felleskjøpet Agri SA (15.8 per cent), Viken Skog SA (11.9 per cent), Mjøsen Skog SA (11.8 per cent) and AT Skog SA (7.3 per cent) together control 99.6 per cent. Most of the remaining 0.4 per cent is owned by private individuals. A number of shareholders' agreements have been entered into between the six largest shareholders. Among other things, these determine that the company must be run as an independent unit with a long-term perspective and with continued focus on Scandinavia as the main market. The agreements also contain clauses regarding the composition of the board, dividend policy, strategic focus areas and share transfer. Transactions with the owners are performed in some areas of the ordinary activities. Among other things, this relates to purchase of timber, where the Norwegian forest owner cooperatives are suppliers. Of Moelven's total purchasing requirement of approximately four million m³ measured under bark, approximately 40 per cent comes from the Norwegian forest owner cooperatives that are also shareholders. The Moelven group also supplies biofuel to a bioenergy plant owned by Eidsiva Energi AS. Eidsiva Energi Marked AS trades electric power to Moelven's Norwegian industrial operations. All these transactions are performed in areas where there are observable market prices and the arm's length principle is applied. Where other suppliers can offer better prices or terms, these will be chosen.

Moelven's supply of energy raw materials to Eidsiva's bioenergy plant represents between 60 and 70 GWh on an annual basis, while buying back energy represents between 20 and 30 GWh. Net delivery of energy raw materials is around 40 GWh.

The extent of the sale of electrical power corresponds to about 40 per cent of Moelven's total consumption of 210 GWh. Moelven has a long tradition of running its operations in accordance with the laws and ethical guidelines of the industry with the opinion that competition is positive for all parties in industry. In order to ensure that this culture is maintained, ethical guidelines and guidelines for complying with legislation on competition have been devised.

  1. Free marketability

The articles of association do not place any form of limitation on trading in the company's shares. The shares may be freely traded to the extent that individual shareholders have not made undertakings to other shareholders. The shareholder's agreements contain clauses regarding first option and tag-along rights. Since the company is not listed and the six largest shareholders together own 99.6 per cent of the shares, there is little trading in shares.

  1. Annual General Meeting

The notice of the general meeting, the content of the notification and accessibility of documentation follow the requirements set by the Public Limited Company Act and the regulations on general meetings. Facilitation is made for the general meeting to be able to vote for every single candidate to be elected by the shareholders to the Corporate Assembly. The employees of the group hold their own election of employee representatives on the Corporate Assembly. The chairman of the board, the chairman of the Corporate Assembly and the auditor attend the general meeting. Traditionally, the chairman of the Corporate Assembly has been elected to chair the general meeting. The procedures for attending and voting by proxy are described in the notification. Since 99.6 per cent of the shares are controlled by the six largest shareholders, there has not be a need to prepare guidelines to ensure an independent chair of the annual general meeting or to appoint a person who can vote for the shareholders as a proxy.

  1. Nominating committee and compensation committee

The annual general meeting annually elects a nominating committee consisting of four representatives of the shareholders and adopts guidelines for the nominating committee's work. The annual general meeting has adopted guidelines for the nomination committee that regulate the committee's composition and period of service. The members of the nominating committee must be independent of the company's board and senior executives. The nominating committee keeps the corporate assembly informed of its work on a regular basis. It is thereby considered that sufficient facilitation is in place to allow shareholders to propose candidates to the nominating committee.

The nominating committee submits the following proposals:

  • Proposal to the annual general meeting regarding the election of shareholder-elected members and deputy members to the Corporate Assembly and remuneration to the members and deputy members of the Corporate Assembly.
  • Proposal to the Corporate Assembly regarding the election of the chairman and deputy of the Corporate Assembly.
  • Proposal to the Corporate Assembly regarding the election of the chairman and deputy of the Board of Directors.
  • Proposal to shareholder-elected members of the Corporate Assembly regarding election of shareholder-elected members and deputy members to the Board of Directors.

The proposals must include information about the candidates' expertise, capacity and impartiality. The guidelines for the nominating committee specify that the governing bodies must be composed based on an overall assessment of the company's need for expertise, capacity and balanced decisions that safeguard the interests of shareholders.

The remuneration committee consists of the nominating committee, complemented by a representative designated by the employee-elected members of the Corporate Assembly. The remuneration committee submits a proposal to the Corporate Assembly regarding stipulation of remuneration for the Board of Directors. Remuneration to the Board and Corporate Assembly shall not be performance-based.

  1. Corporate Assembly and board, composition and impartiality.

The Corporate Assembly has 12 members, four of whom are elected among and by the employees. The company's six largest shareholders, who together control 99.6 per cent of the shares, are all represented in the Corporate Assembly. The members of the board of Moelven Industrier ASA are elected by the Corporate Assembly, normally for 1 year at a time. Three Corporate Assembly meetings are held annually. The board has seven members, five of them shareholder-elected and two representatives of the employees. The employees also elect one deputy representative, who attends board meetings. The chair and deputy chair of the board are independent of the company's main shareholders and are appointed by the Corporate Assembly. One of the other three shareholder-elected board members is connected with the company's main shareholders. The shareholder's agreements include provisions relating to the election of the chair and shareholder-elected board members. The representatives of the employees are independent of the company's general management. No senior executives are members of the board. Two of the five shareholder-elected board members are women. The proportion of female employees in the group is 10.8 per cent (11.0). The rules on gender representation do not therefore apply to the employees' representatives. The composition of the board thereby satisfies the requirements regarding gender representation on the board. Apart from the employees' representatives on the board, only one board member receives remuneration other than directors' fees from the company. This amounts to NOK 50,000 and relates to winding up an appointment in France. Contact information for the board members is published on the company's website. Through the guidelines for the work of the nominating committee, which are described under point 7, the main shareholders are assured good knowledge of the board members' background and general competence. With the existing ownership structure, therefore, no further information is given. From experience, non-attendance at board

  1. The work of the board

The board's administration of the company follows the provisions of the Public Limited Company Act. Instructions have been determined for the board of Moelven Industrier ASA that give guidelines for the board's work. Every meeting reviews the monthly reporting of operational developments, financial data and HSE statistics for the group. There is also the following schedule of work for every calendar year:

  • January: Report for fourth quarter of preceding year. Review and evaluation of group guidelines and policies, including risk management and internal control.
  • March: Annual accounts with notes and annual report for preceding year.
  • April: Report for first quarter and preparation for ordinary general meeting.
  • June: Status reporting and strategic discussions.
  • August: Report for first six months. 
  • September: Recapitulation of strategic discussions with summary of ongoing strategic discussions throughout the year.
  • October: Report for third quarter and strategy plan as finished document.
  • December: Business plan and budget for the coming year. 

The chair of the board is independent of the company's main shareholders. The board has not addressed issues of a material nature in which the chair is or has been a party. According to the rules of procedure, the board members must not participate in the consideration or decision of issues that are of particular importance to themselves or to any related parties that must be considered to have major personal or financial interest in the matter. The same applies to the CEO. By related parties it is also understood companies in which the board member represents ownership interests.

Self-evaluation of the work of the board is normally performed at the beginning of every year. The board uses committees as needed. Based on an assessment of risk conditions and the need for control, as well as ownership structure, it has been decided to deviate from the NUES recommendation and allow the complete board function as an audit committee. The board only determines remuneration for the President and CEO. Remuneration for the remainder of management is determined by the President and CEO in line with guidelines adopted by the board. There are no option programmes or share-based payments for senior executives. The task of the board in respect of compensation is therefore limited and no separate compensation committee has been set up in the board. In addition to board members, the CEO, CFO and board secretary normally also attend normal board meetings. Other representatives of the administration, the divisions or auditor attend as needed.

The board has determined instructions for the work of the CEO. Group management consists of the CEO and the managing director of each division. Group management and the directors of the group's shared services attend group management meetings. For more information about governing bodies and group management, refer to the notes to the annual accounts.

  1. Risk management and internal control

All units within the group have individual, local profit responsibility and operate as independent parts of a coordinated network that is characterised by openness and cooperation. This helps to limit the need for central administrative resources and increases the group's ability to react quickly to what is happening around it. Risk management and internal control are suited to this organisational model. The local company management and the boards of the individual companies follow up on risk management and internal control in accordance with prevailing laws and regulations. There are also control functions at divisional and group level, as well as in individual companies where the nature of the business leads to increased risk of faults, non-compliance or irregularities.

Because of the scope of activities, it has been decided to limit reporting to the board to a focus on group, divisions and competitive arenas, as well as selected key figures and non-compliance reporting by unit. In connection with annual strategy and budget activities, the board reviews the group's most important risk areas. If needed, and based on the annual risk assessment, the group's reporting and control routines are adapted so that identified risks can be satisfactorily covered. In addition to established internal rules and routines, the internal control is largely based on the internal control environment. This environment includes people at all levels of the company. It covers integrity, ethical values, competence, management philosophy, form of operation, organisational structure, distribution of responsibility and authority and personnel policy. The board and management place great emphasis on communicating the established basic position to risk management out in the organisation.

All units close their accounts monthly and report to the parent company on the third working day of the following month. Reporting occurs in accordance with standardised systems and common guidelines so as to ensure consistency and the greatest possible comparability right across all units. An important control measure that follows naturally from the management and organisational model is the monthly benchmark and consolidated data report from the group to the reporting units. The same monthly report that is sent to the board is also sent back to company management in each individual company. In this way, many are involved in control and follow-up of management and governing data. The reporting cycle supports the feeling of responsibility, not just for the results of one's own unit, but also for the divisions and group as a whole. The board considers that this reporting and control environment gives satisfactory control of the business.

The board has reviewed and approved the following general guidelines:

  • Instructions to the board and general manager of Moelven Industrier ASA
  • Moelven's financial policy
  • Moelven's dividend policy
  • Moelven's guidelines for compliance with competition law
  • Moelven's insurance and risk strategy - general insurance
  • Moelven's environmental policy
  • Moelven's code of conduct

The Board is also informed of the group's other guidelines, which combined with the guidelines adopted by the Board, comprise the basis for the Group's code of conduct:

  • Moelven's brand platform
  • HSE manual
  • Staff regulations
  • Policy for an open company culture
  • Policy on alcohol and drugs
  • Data discipline instructions
  • Policy for social media
  • Brand and communication strategy
  • Guidelines for transfer pricing between companies
  • Dealing with internal irregularities
  1. Remuneration to the board

Remuneration to the board is decided annually by the Corporate Assembly. The remuneration to board members is a fixed amount that is determined in advance and is independent of profits. No option or share based remuneration is used and neither are there any other incentive schemes.

For further information about directors' fees and any remuneration other than fees to board members, refer to the notes to the accounts.

  1. Remuneration to senior executives

The board determines the CEO's salary. There are no option or share based payments. Principles and ceilings have been determined for profits-related payment within the group. Among other things, it has been determined that agreements of profits-related remuneration shall have a duration of a maximum of one year at a time and that such remuneration shall have an upper ceiling. The board's declaration on management salaries, including guidelines for determining remuneration to senior executives, is presented to the annual general meeting as a separate document. The annual general meeting adopts each of the guidelines separately. For further information about remuneration to group management, refer to the notes to the annual accounts.

  1. Information and communication

The board determines the group's financial calendar annually; this is published in the annual report and on the company's website. The group's quarterly and annual reports are primarily published on the internet, but are also sent by post on request. The board has established a practice of organising annual owners' meetings so as to create an arena for the exchange of information and discussion between the owners. It has not been found necessary to establish guidelines for these.

  1. Company takeover

The company is not listed and there is a shareholders' agreement between the six largest shareholders, who together own 99.6 per cent of the shares, that regulates the transfer of shares, among other things. No guidelines have therefore been prepared for the board in connection with any takeover bid.

  1. Auditor

The auditor has annual meetings with the board without administration being present. The auditor also participates in board meetings when the annual accounts are discussed. The auditor also presents the audit plan, summaries following interim audits of the subsidiaries and central risk areas and the group's handling of these.

Remuneration to the auditor, expressed as statutory audit and other services, appears in a separate note to the annual accounts.

Social responsibility

Moelven defines social responsibility as the company's integration of social and environmental concerns in its day to day operations. The Moelven Group operates a wide range of undertakings in several countries and in many local communities. The Group companies are often cornerstone companies, which in addition to creating value for our owners, often create significant value for the local community – as employer, taxpayer and buyer of local goods and services. The Group therefore plays a responsible role in helping to create vigorous businesses, rural communities, towns and regions.

Moelven’s operations are based on managing forestry resources and producing sustainable products and renewable energy. Moelven’s basis is that all development, construction and operations must be sustainable, and that stringent requirements apply towards health, safety and the environment for all of our employees and those who are affected by our operations. Moelven’s vision, mission, values and human resource ideal are the foundation for all of our employees and the strategic choices that are taken. Sustainability permeates this from the top down. Sustainability is one of our values, and a new Group strategy established in 2017 further emphasizes  that sustainability must permeate all strategic efforts.

Our vision The natural choice for people building and living the Scandinavian way

Our mission – Give people good spaces

Our values – Sustainable , reliable, uses opportunities

Our human resources ideal  – Moelven provides opportunities for people with the drive to succeed

A growing global market which comes with constantly more stringent environmental requirements, gives Moelven’s wood-based products excellent prospects for future growth. Moelven’s main activities are based on managing forestry resources and producing sustainable products and renewable energy. Moelven has a presence in the entire value chain through harvesting, processing, energy production, product development, infrastructure development and construction and housing projects. The Group therefore has the possibility to ensure that the supplied products are manufactured in a sustainable manner throughout the value chain.

The sustainability report can be downloaded here.