Moelven is Scandinavia's foremost supplier of products and services for the building industry, and consists of 52 production units and 33 offices for sales, service and fitting. The Moelven group has its headquarters at Moelv in Norway.

Most of the group's companies are located in the richly forested regions of South East Norway and Central Sweden. Some of the production companies lie outside this core area, while Moelven is also represented in large parts of Scandinavia through its departmental, sales and customer offices and distribution centres. Of total sales of more than NOK 8 billion, 80 per cent comes from the Scandinavian home market.

Out of the group's products and services, 85 percent is used for new buildings and renovation of homes and commercial properties. Our products and services are sold to customers in three main segments: the processing industry, building material sales and construction activities. Moelven is organised into three divisions in accordance with these customer groups.

Products and services

Timber Division

Main products are converted timber and processed industrial components.

Twelve of Moelven's sawmills are organised under the Timber Division. The Division also comprises two component factories and one planing mill for export products, in addition to a trading company for sawmill equipment. 

Converted timber customers are in general industrial enterprises that make use of these products as intermediary materials for their own production. Approximately 50% of the Division's production is sold in Scandinavia, while England, the Netherlands, Germany, France, Italy, Spain, Japan and North Africa are important export markets. 

In addition, approximately 20% of timber is sold to other companies within the Moelven Group for processing.

The Division is also a major supplier of energy products, such as pulp chip, wood chip, shavings and bark, to regional manufacturers of pulp and paper, the chipboard industry, biofuel industry and suppliers of district heating.

The timber used for production in the sawmills comes primarily from the forests nearby the sawmills. The Division has a total timber consumption of 3.9 million m3, constituting around 1.9 million m3 converted timber / sawn products.

Wood Division

The Wood Division develops and manufactures a wide range of wood-based building and interior products for sale in builders' merchants. 

The Division's products are increasingly customised to meet the rising demand from consumers for products that require minimum treatment after assembly. Our range of wood for construction, for example, includes primed and/or painted façade panelling. We also supply treated products for interiors, including glazed and painted panelling, floors and mouldings with surface treatment and cut-to-size mouldings for doors and windows. 

The Wood Division also supplies wood-based panelling for buildings and industry in addition to special wood products.

Our distribution system is very efficient and guarantees that the customer will receive the correct product at the right time for the entire product range. The Wood Division mainly supplies products to builders' merchants for sale, but also has a sales organisation focusing on projects. 

The Division also makes use of its by-products, supplying pulp chip to the paper and cellulose industry, and sawdust, wood shavings and wood chip to e.g. the chipboard industry and for bioenergy. 

Raw materials are sourced from the forests close to Moelven's sawmills, and environmental protection is a high priority for all production units.

 

 

Building Systems Division

The Building Systems Division supplies a full range of products, from house building modules and load-bearing structures made from glulam, to flexible room layouts for commercial properties and electronic installations. 

Several of the Division's products and solutions provide eco-friendly alternatives to traditional materials and systems, and the Division often collaborates on development of such products with customers and experts within the fields of architecture, design and construction.

Moelven is the leading manufacturer of glulam in Norway and Sweden. In addition to standard beams, the Division meets an increasing demand for customised structures for a range of purposes. Glulam from Moelven has been utilised to build a number of wooden bridges over the past decade. Glulam used in load-bearing structures has also become a prominent feature in a number of innovative buildings in recent years.

Moelven is also the leading supplier of building modules to the Scandinavian market. We supply buildings for office and service purposes, within building and construction, hotels, schools and kindergartens, in addition to modules for prefabricated apartment buildings. Our customers comprise both public and private building owners, contractors, housing development enterprises and companies involved in renting out temporary buildings.

Moelven Modus is the leading producer and supplier of flexible room layouts for commercial buildings in the Nordic countries. Our customers include private and public buildings owners, property managers and users of commercial buildings, in addition to contractors and architects. 

Moelven Elektro AS is involved in engineering, installation, service and maintenance of high voltage and low voltage power plants for the Norwegian market. 

The board

Asbjørn Reinkind

Asbjørn Reinkind

Chairman since 2013
Asbjørn Reinkind is a business economist from the Norwegian School of Economics, with additional courses from IMD and Insead. In addition to being the Chairman of Moelven ASA, he is also chairman and board member of a number of other companies, including Grilstad AS and Grieg Seafood ASA. Reinkind also works as a consultant for two investment companies. He has previously spent 18 years with the Rieber & Søn ASA industrial group, as CEO and managing director for the Denja and Toro brands. Reinkind also has broad experience from the aquaculture industry, including as CEO of Hydro Seafood.
Trond Stangeby

Trond Stangeby

Board member from 2013, deputy chairman
Trond Stangeby is a chartered engineer from the Norwegian University of Science and Technology and started his career in 1975 with Hydro, where he held several senior positions in the subsequent decades. Among other things, Stangeby had responsibility for Hydro Agri's (subsequently Yara International) global production plants, from 2000 to 2007. In 2011 he joined the executive management of Norske Skog, where he was responsible for implementing major organizational changes. Stangeby currently works as an independent consultant and is also the Chairman of Bamble Sparebank.
Terje Johansen

Terje Johansen

Permanent deputy member
Terje Johansen's educational background is in economics and IT. He is currently deputy CEO of Felleskjøpet Agri, a cooperative owned by 43,000 farmers. Johansen was elected to the board of Moelven Industrier in the spring of 2011, but went from being a member to a permanent deputy member in 2013. He is also chairman of the board of Agri Eiendom AS, as well as board member of Landkreditt Finans AS and Landbruksforsikring AS.
Martin Fauchald

Martin Fauchald

Board member from 2007
Martin Fauchald works on the production line with Moelven Limtre AS, where he has been employed since 1981. He has been shop steward for 10 years, and is a member of Fellesforbundet's sector/tariff council. In the same union he is also part of a committee headed by the Norwegian Directorate for Education and Training to provide input on how vocational training and apprentice schemes in upper secondary schools can be strengthened. Fauchald has previously been a member of Moelven's Group Committee.
Heidi Hemstad

Heidi Hemstad

Board member from 2013, deputy chairman
Heidi Hemstad has a degree in industrial design from the Institute of Industrial Design, SHKS. She owns and runs Ousdal Gård in Ringsaker municipality with grain production, processing of spelt, forestry and rental homes. She also designs kitchen and interior solutions in cooperation with a local undertaking. Hemstad previously owned and operated a design bureau in Oslo, which worked with design and product development projects for Norwegian industry and public agencies. She holds and has held a number of board positions within the forestry industry, including with Mjøsen Skog, Norges Skogeierforbund and Oplanske Bioenergi.
Elisabeth Krokeide

Elisabeth Krokeide

Board member from 2008
Elisabeth Krokeide is a business economist and licensed auditor. She holds a position as project director with Eidsiva Vekst, and has in recent years primarily worked with business development and active ownership in various industries. She previously held the position as CFO of Mjøskraft AS, EVP of economy and finance with Raufoss ASA, in addition to prior work experience from banking and the timber industry. Krokeide holds several board positions in the renewable energy sector and investment activities and is also a member of the board of representatives in Eksportfinans.
Lars-Håkan Karlssen

Lars-Håkan Karlssen

Board member since 2013
Lars-Håkan Karlssen has been employed at Moelven Ransbysågen AB since 1973. While there, he has worked with everything from saws to adjusting machinery. He is shop steward and is also the head of the European Workers’ Council (EWC) and the Liasion Committee. Karlssen is also Chief Safety Representative at the sawmill. He is also involved in politics in Torsby municipality.
Sverre A. Larssen

Sverre A. Larssen

Board member since 2013
Sverre A. Larssen is a business economist from the Norwegian School of Economics. In 2009 he became self-employed as a consultant, following ten years as Managing Director of the Federation of Norwegian Construction Industries (BNL). Prior to this he was group director of Norske Skogindustrier, where through a period of almost 20 years he also held a number of other executive positions. Larssen has held a number of board positions and positions of trust, including on the executive board of the Confederation of Norwegian Enterprise, and is currently member of the board of seven different enterprises.
Iver Melby

Iver Melby

Permanent deputy member
Iver Melby has been employed at Moelven Mjøsbruket as stoker and repairman since 1986. He is a car mechanic with several years of experience from the automotive industry in addition to experience of repairing construction machinery. Melby has been employee representative in the company during several previous periods, and currently holds the position. He is currently a permanent deputy member of the Board of Directors, and has previously been permanent member. Melby is also a farmer with grain production as his main activity.

Group management

Morten Kristiansen

Morten Kristiansen

Acting 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. This company was subsequently sold to Norske Skogindustrier, which in turn sold its wood-working business to Moelven in 2000. Since then, Morten 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. Morten Kristiansen is on a number of boards both within and outside the Group, including offices with Treindustrien (industry association for the Norwegian saw milling industry) and Norsk Virkesmåling. He was appointed as acting CEO in September 2014.
Ole Helge Aalstad

Ole Helge Aalstad

Head of Moelven Timber Division
Aalstad has a degree in agronomy and is a mechanical engineer with specialization in wood engineering. He joined Moelven in the year 2000, and has been director for several of the group's enterprises in Timber, as well as head of one of the Wood division companies, before taking up position as head of the Timber division in June 2012. Aalstad was previously employed at the Norwegian Institute of Wood Technology.
Marcus Johansson

Marcus Johansson

Division Manager Moelven Building Systems
Johansson is a graduate engineer from Australia and holds a technical graduate degree from the University Co0llege 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 took up position as Division Manager of Moelven Buildings Systems in 2013.
Bjarne Hønningstad

Bjarne Hønningstad

Division Manager Moelven Wood AS
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 chairman of the board of the Norwegian Sawmilling Industry.

Joint services

Kristin Vitsø Bjørnstad

Kristin Vitsø Bjørnstad

Director of Communications and HR
Kristin Vitsø Bjørnstad has a degree in landscape architecture. She has a broad background from various planning and management positions, including from the Norwegian Public Roads Administration. She has also worked on the National Transport Plan and as a senior business consultant with Mercuri Urval, before taking up position as Director of Communications and HR with Moelven Industrier ASA in 2006. Bjørnstad also has experience with board duties from a number of private and publicly owned companies.
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.
Morten Kristiansen

Morten Kristiansen

Director Virke
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. This company was subsequently sold to Norske Skogindustrier, which in turn sold its wood-working business to Moelven in 2000. Since then, Morten 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. Morten Kristiansen is on a number of boards both within and outside the Group, including offices with Treindustrien (industry association for the Norwegian saw milling industry) and Norsk Virkesmåling.
Åge Holmestad

Åge Holmestad

Director Moelven Limtre
Åge Holmestad is a graduate engineer from The Norwegian University of Science and Technology. He started his career in public administration, with the Norwegian Public Roads Administration and the Norwegian Water Resources and Energy Directorate, before joining Moelven in 1979 where he has chiefly worked with glulam. Holmestad has been the director of the glulam operation for two periods, from 1985 to 1990, and from 2003 and up to the present. In the intervening years he worked with sales and project management of glulam deliveries to the sports facilities at the Lillehammer Olympic Games and Gardermoen Airport, and the development of glulam bridges. He has also been responsible for coordinating the Moelven Group's innovation work. In addition to being a member of the board of Moelven Töreboda, Åge Holmestad is also on the board of the Norwegian Institute of Wood Technology and Tretorget.
Fredrik Rajala

Fredrik Rajala

Chief Procurement Officer
Fredrik Rajala qualified as a graduate forester at the Swedish University of Agricultural Sciences in Uppsala and holds a B.Sc.(Econ.) in industrial and financial economics from the School of Business, Economics and Law at the University of Gothenburg. Fredrik has worked in timber supply operations at Södra Skogsägarna and SCA, and in strategic consultancy within the forest industry sector at Pöyry Consulting and McKinsey, two of the leading consulting companies.

Corporate governance

Corporate governance at Moelven is based on the Norwegian recommendations for corporate governance of October 2014. The recommendations are available on 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 2014, equity in the parent company Moelven Industrier ASA was NOK 919.0 million (NOK 940.5 million). For the group as a whole, equity was NOK 1,592.3 million (NOK 1,518.2 million). The equity ratio was 34.2 per cent (33.4 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 seven 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 distribute dividends, perform capital increases or buy own shares.

  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 is not listed on the stock exchange. In total, the shares are distributed among approximately 960 shareholders. The seven largest shareholders Glommen Skog SA (25.1 per cent), Eidsiva Vekst AS (23.8 per cent), Agri MI AS (15.8 per cent), Viken Skog SA (11.9 per cent), Mjøsen Skog SA (11.7 per cent), AT Skog SA (7.3 per cent) and Havass Skog SA (4.0 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 seven 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 bio energy plant owned by Eidsiva Energi AS. Eidsiva Energi Marked AS also 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 40 and 50 GWh on an annual basis, while buying back energy represents between 20 and 30 GWh. Net delivery of energy raw materials is around 20 GWh.

The extent of the sale of electrical power corresponds to about 40 per cent of Moelven's total consumption of 185 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 seven 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 seven 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, but the guidelines differ from NUES in that there is no requirement for the nominating committee to have at least one member who is not a member of the corporate assembly. 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 its proposals:

  • 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.
  • to the Corporate Assembly regarding the election of the chairman and deputy of the Corporate Assembly.
  • to the Corporate Assembly regarding the election of the chairman and deputy of the Board of Directors.
  • 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 by the employees. The company's seven 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. 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 of the board is independent of the company's main shareholders and is appointed by the Corporate Assembly. One of the other four 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 11.0 per cent (11.4). 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 meetings is exceptional.

  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: Recapitulation of strategic discussions. Summary of strategic discussions during the year.
  • July: Report for first six months.
  • August: Strategic plan; finished document.
  • October: Report for third quarter; preliminary investment budget.
  • 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 engaged. 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. In 2014, an external, independent partner was tasked by the nominating committee to perform an assessment of the board's competence requirement. The board therefore decided to postpone the annual self-evaluation until after the annual general meeting for 2014. 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. In addition to group management, the directors of the group's shared services also 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 finance 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 policy for social responsibility

The board has been briefed on the collective document "Guidelines for employees of the Moelven group" with the following content:

  • Moelven's brand platform
  • HSE manual
  • Moelven's environmental policy
  • Insurance and risk strategy - general insurance
  • Staff regulations
  • Policy for an open company culture
  • Policy on alcohol and drugs
  • Data discipline instructions
  • Policy for social media
  • Brand and communication strategy
  • Legislation on competition in a Moelven context
  • Guidelines for transfer pricing between companies
  • Policy for social responsibility
  • 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 seven 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 considerations in its day-to-day operations on a voluntary basis, beyond compliance with existing statutes and regulations in the country in which one operates. 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.

Core values

Moelven's core values, which are the foremost management tool to coordinate activities, also provide guidelines for how the Group shall contribute towards positive social development:

Sustainability
Moelven has respect for both people and the environment. We base our activities on renewable resources and have turned sustainability and the long-term view into our competitive advantage. We have a strong desire to take responsibility for our environment.

Reliable
You can trust Moelven. We deliver on time and with the right quality. There is a strong focus on openness and honesty – being able to admit to weaknesses and mistakes is the basis for progress and trust.

Seeking opportunities
Moelven seeks solutions. The Group has the ability and resources to be a leader in product development and creativity. We wish to always be a leading company and to make use of the opportunities we are given over time.

Guidelines for employees of the Moelven Group

Moelven has drawn up several central guidelines that apply to all employees of the Group, to hired workers and to those who act on behalf of the Group, for example board members. Individuals are themselves responsible for familiarizing themselves with the guidelines and statutes that apply to their areas of work. The line manager is responsible for communicating the guidelines and ensuring compliance with them. As a supplement to Moelven's guidelines, special guidelines may be stipulated or special statutes may apply to certain parts of the operations. In addition there may be rules for professional conduct for some professions that relevant employees may have to abide by.

The Group's most important central guidelines and policy documents related to social responsibility are:

  • HSE Handbook
  • Environmental policy
  • Insurance and risk strategy - general insurance
  • Work regulations
  • Policy for an open company culture
  • Dealing with internal irregularities
  • Policy on alcohol and drugs
  • Data discipline instructions
  • Policy for social media
  • Legislation on competition in a Moelven context
  • Guidelines for transfer pricing between companies
  • Policy for social responsibility
     

The documents are also available on Moelven's intranet.

Several of the guidelines are aimed at issues that should not occur, for example irregularities or breaches of competition law. In these cases the guidelines are also a description of procedures that must be followed when such incidents nevertheless arise. Senior executives have the guidelines as a part of their employment contract. Apart from this, no specific control procedures have been implemented for such guidelines beyond communicating them in the organization. For guidelines that are linked to areas where there are statutory requirements and regulations from public authorities, control of compliance is primarily by way of mandatory reporting to the authorities. One examples of such reporting is environmental reporting in connection with impregnation activities, waste handling, emissions, dust and noise. A final main category of guidelines is where the Group has separate targets and where reporting and control procedures have been established to monitor achievement of targets. One example of this is the HSE area.

In the following chapters the main areas concerning social responsibility and the Moelven Group's approach to these are described. Compliance with existing statutes and regulations must be a matter of course for everyone at Moelven, and in the description of measures for implementing social responsibility in day-to-day operations focus is therefore on measures related to social responsibility beyond what is statutory. Where relevant, excerpts from applicable Group policy on the area are included.

Employee rights and social conditions

Openness

Openness characterizes Moelven's corporate culture and is a part of the Group's identity. Openness creates a culture that ensures well though-out choices and good solutions for the business, our employees and the communities in which we operate.

Long-term employment relationships

Moelven focuses on long-term employment relationships and strives to offer its employees the opportunity to develop in their jobs. Moelven's human resources ideal is to "Provide opportunities for people with the drive to succeed". This is a philosophy that includes the Group's targets for which people we wish to recruit, which knowledge we need, which wage and working terms we offer, how new employees are introduced and which development and career opportunities we offer.

Employee representation and committees

Moelven views trade unions as important partners, and there is therefore a stable and open dialogue between the company and the employee representatives.
Moelven has employee representatives on both the Group board, the parent company's corporate assembly and subsidiary company boards in compliance with national legislation and regulations related to employee participation and representation in governing bodies.  Additionally the master agreement / collective agreement between the employee and employer organizations in both Norway and Sweden regulate matters concerning information, cooperation and employee participation. The agreements support the parties' desire and requirement that employee participation through cooperation should give employees the opportunity to contribute with their experience and insights to establish financial conditions for the company's continued development, through secure and good employment relationships to the benefit of both the company and the employees. Beyond the master agreements, cooperation is regulated through accords and collective agreements for the individual disciplines within the Group.

In accordance with the master agreement between LO and NHO, Moelven has established a group committee for employee representatives.  Together with a corresponding committee for Swedish subsidiaries, “Samarbetskommittén,” this group constitutes a good partner in discussion with group and division management.

Pursuant to the Master Agreement between LO – NHO and the Swedish act relating to European Enterprise Committees, a European Working Committee has been established between the parties in Moelven. This agreement has been entered into to cover relevant dialogue, regular information and consultation at the European level.
At the individual units in Moelven working environment committees have been established with a basis in legislation and master agreements/collective agreements.

Cooperation with the employees and employee committees works well, and no special measures have been implemented to strengthen this in 2014.

Working environment training

Moelven annually organizes its own courses in Better Working Environment (BAM). The courses provide basic training in handling health, safety and environment issues, and cover the requirements toward HSE training for both executives, safety representatives and members of working environment committees. Besides employees with mandatory requirements for such training, the course is open to anyone who works with and/or wants to know more about working environment and HSE work.

Absence due to illness

The Group's long-term goal is absence due to illness of maximum 5 per cent for the entire Group. In 2014 combined absence due to illness increased from 5.3 per cent to 5.5 per cent. A high absence due to illness rate is not compatible with Moelven's values, and a further reduction and stabilization at a low level remains a priority.
In the past year the trend for absence due to illness has been the same among the Group's companies in both Norway and Sweden. Short-term absence has been reduced somewhat, while long term absence has increased.

The Group's companies report monthly key figures for absence due to illness to the Group, and the information is included in the Group's reports.

Work to reduce absence due to illness is mainly related to three primary areas: close follow-up of the employee who is ill, well-being and health-promoting measures of a preventive nature, as well as emphasis on the HSE aspect in the case of investment in new production equipment. Follow-up of employees takes place in accordance with applicable rules in those countries in which the Group operates. There is much emphasis on maintaining dialogue with employees on sick leave with a view to making the absence period as short as possible. In addition, Moelven's health insurance also functions well as an HSE measure to get those employees who need health services and treatment back to work faster. The health insurance scheme has been a successful measure from the start in 2007. The scheme has proven to be particularly favourable for employees with muscular-skeletal disorders.

Safety for employees

The Group's goal is that no one is injured at work. A safe working environment for employees, hired staff, customers and suppliers is essential for sustainable added value. Operations should therefore be organized such that it may take place without risk to life and health. In the goal of 0 injuries there is an attitude that any injury may be prevented and that any other goal than “0 injuries” would be ethically indefensible. Work to prevent injuries must therefore have a high priority in the entire organization. In 2014 and 2015 the “Hel Hjem” (Home in One Piece) campaign - phase II will be implemented, where employee involvement/commitment are central instruments. To reduce the number of injuries, it is important to improve the knowledge of both near accidents and hazardous conditions or risks. In 2014 there were 86 injuries with subsequent absence, which is a reduction from 88 in 2013. A total of 314 accidents, 247 incidents and 341 dangerous conditions related to persons were recorded. The injury rate is unacceptably high, and further measures are being implemented to reach the goal of 0 injuries.

The four most common injuries are:

  • Blows/knocks and impacts from objects
  • Falls (both outdoors and indoors)
  • Cut injuries from tools, machinery or materials.
  • Crushing injuries from production equipment, trucks, cranes, hanging loads, etc.

Moelven's system for recording accidents, incidents and dangerous conditions, fPortal, has been used by the Group since 2010. Along with the increased focus on reporting that accompanied this, a safety campaign was also launched with a view to raise awareness of safety rules and procedures, as well as attitudes related to compliance with these. The number of injuries per million worked hours (Injury rate LTI) was marginally reduced in 2014, while the number of days of absence due to injury per million worked hours (Severity rate - F) has increased significantly in the past year. The level is unacceptable both in terms of number of injuries and severity rate. This is shown in the below figure.

The figure above shows that relation between reported hazards and reported incidents, and the level of injury frequency and severity.

Moelven has focused on safety issues for many years. Regular risk assessments are carried out at all facilities, investments and measures have aligned factories with applicable safety regulations, safety procedures and equipment is in place, and information campaigns and awareness campaigns have been conducted. Despite increased focus on safety and not least on attitudes toward safety at the workplace, one has not succeeded in reducing the number of injuries and incidents to the desired level. However, developments in reported near accidents and hazards indicate that the ongoing HSE work has succeeded in raising awareness on safety at the workplace. This, combined with increased knowledge as a result of reporting near accidents and hazards, provides a good basis for planning future work.  In 2015 the safety campaign Hel Hjem II will be evaluated and new measures to reach targets will be implemented.

In order to ensure compliance with applicable statutes and regulations, as well as with the Group's own guidelines, a central control function has been established for the following areas:

  • IC/SWEW book (Internal Control/ Systematic Working Environment Work) must be available at all units and revised at least every two years.
  • A risk assessment for the undertaking must have been carried out. Audits must take place at least every two years.
  • Workplace descriptions must be drawn up and communicated. Audits of these must take place at least every two years.
  • HSE manual must be prepared and distributed to all employees.

Human rights

Moelven does not accept conditions in suppliers' or customers' operations that constitute breaches of the UN declaration of human rights or other unethical conditions such as for example child labour.

Discrimination

Within the activities of the Moelven Group, there shall not be any differential treatment on account of gender, ethnic origin, national origin, descent, skin colour, language, religion, philosophy or sexual orientation. Job descriptions, areas of responsibility, expertise and work effort form the basis for determining pay, promotion and recruitment.

A need to implement measures to eliminate discrimination has not been registered in 2014.

Equality of opportunity

The combined share of women in the Moelven Group has in recent years grown to just over 11 per cent, after being relatively stable at around 9-10 per cent for a long time. It is a goal for the Group to further increase the share of women among staff further. However, most of those who complete education in the trades and professions the Group needs in its industrial activities are men. Often, when jobs are advertised, no women apply. For officers and managers the situation is different, and the share of women in areas such as economy, administration and management is significantly higher than for operators in the industrial activities.

Child labour

The Moelven Group's units operate their activities in geographical areas where child labour very rarely occurs. In relation to our own production activities no control procedures have therefore been established on the area.

Certain units purchase raw materials for their production from continents where child labour may be a relevant issue. In such cases factory visits where the surveying of possible child labour is included as one of the control items.
A need to implement further measures has not been registered in 2014.

Working conditions

All hired workers regardless of nationality, are salaried in accordance with a centrally agreed agreement/tariff agreement. The Group also follows the provisions of the EU's staffing directive. The level of minimum wages in the agreements that are used are such that they in themselves are a guarantee against social dumping. In those cases where Moelven has subcontractors/contractors in deliveries, it is contractually stipulated that these are obliged to pay salaries at least equivalent to the applicable tariff agreement for the relevant industry.

A need to implement further measures in the area has not been registered in 2014.

External environment

Sustainability is one of Moelven's basic values. Environmental considerations are a natural part of day-to-day work and work is constantly going on to reduce effects on the environment. Moelven takes responsibility for the environment through sustainable and long-term exploitation of renewable resources. Responsibility for the environment also includes past influence from activities on the ground, water, air and/or surroundings from watering, heating, transport, the depositing of bark, handling of oils, adhesives and chemicals, as well as activities producing noise and dust. Industrial production is largely based on the use of wood and the wood content of the finished products is very high in most operations. Wood as a material has many positive environmental aspects, including that it binds carbon dioxide. The vast majority of the forest raw materials that are used in Moelven's production end up as products or biofuel. The Group therefore produces little waste. The aim is that all fractions of wood shall be treated as potential input factors and contribute to overall value creation. Cellulose chips, dry chips, shavings and bark from the sawmills have ever increasing financial and environmental significance. District heating systems use dry chips, shavings and bark as fuel and the Group's own heating systems use chips and bark. For those companies in the Group that make less use of forest raw materials in their production, the industrialised building process helps to limit the environmental impact in comparison with traditional building methods.

The carbon cycle

The trees in the forest capture carbon dioxide from the air, the through the process of photosynthesis, carbon is stored in the tree until it is burned or decomposes biologically. Carbon dioxide then returns to the atmosphere and may once more be captured by the growing forest.
Source: Treteknisk

Raw materials from sustainable forestry

All of the companies in the Group's timber processing operations are organized for and work to meet applicable requirements for PEFC (Programme for the Endorsement of Forest Certification). All sawmills also comply with the FSC (Forest Stewardship Council) Traceability and Controlled Wood standard. This means that Moelven buys round timber from suppliers who engage in responsible forestry. Through this certification, Moelven has established control routines and a tracing system that can trace the raw materials up the supply chain.
The exploitation of raw materials must be maximized through optimizing production and utilizing the residual products.

Raw material purchases must not occur from:

  • Illegal harvests
  • Forests with a high preservation value
  • Forests where time-honoured or social rights are violated
  • Forests with genetically manipulated trees
  • Natural forests that have been harvested with the intention of using the area for plantations or non-forestry applications.

Environmental standards and certifications related to operations

The Moelven Group operates within sectors and product areas where a number of different environmental standards exist, and where new ones are constantly introduced. It is both Moelven's desire based on its own values and an increasing demand from the market that these standards are followed. Examples of relevant standards and certifications are:

  • FDV documentation.
  • Life cycle assessments (LCA)
  • Environmental declarations (EDP)
  • BREEAM (Environmental classification of buildings)
  • ISO certifications
  • CE certifications

Moelven continually works at all times to provide the correct and relevant documentation for all products and in being at the forefront of developments in terms of environmental requirements toward the products.

A more detailed description of certificates may be downloaded from www.moelven.com/no/Om-Moelven/Sertifikater/

Transport

Moelven strives to ensure that the negative impact on the environment from heavy transport to and from our plants is minimized by using environmentally classified trucks, minimum EURO-4 and preferably EURO-5, and also by to the greatest possible degree using transporters who strive for an environmentally friendly driving pattern. Minimizing must also take place through coordination, optimization and coordination of the flow of products to and from our plants.”

Obtaining raw materials, intermediate transport and delivery of finished products all generate a considerable need for transport. In 2014, Timber and Wood transported more than nine million cubic metres of timber, biomass and finished products by truck. In addition to this, there is transport for the laminated timber, building module and interiors companies, as well as rail and sea transport.  Transport is therefore a considerable challenge for the Group, in terms of both the environment and finance. Moelven is continuously working to reduce transport needs and optimise the utilisation of means of transport. The geographical location, with the production units near the raw material areas, helps to reduce transport needs in that the volume of finished goods transported out is considerably less than that of the raw materials transported in. Influencing transporters to use eco-friendly means of transport is another important way of reducing the effects of transport on the environment. In the collaboration agreements with providers of transport services in both Norway and Sweden, requirements that the vehicles are at least classified in accordance with the EURO-4 standard have been included. Improved road standards, and thus increased axle load limits, are measures on the part of the authorities that will help to reduce the environmental effects of road transport.

Energy

Moelven's energy and heating consumption in 2014 was approx. 810 GWh, across approx. 211 GWh electric power, approx. 599 GWh thermal energy, 848,000 litres of fuel oil and 3.5 million litre of diesel for rolling stock. About 90 per cent of the thermal energy was produced in the Group's own plants. The energy potential of the Group's chip and bark products, including cellulose chips, is a little under 5 TWh, which means that it has a considerable potential, both for increasing our own energy production and also for increasing the market for bioenergy in general. It is Moelven's aim to be able to use our own bioenergy to cover at least 95 per cent of the need for heating our own premises and drying timber products. Moelven takes an active part in the technological and market-related development of the bioenergy sector. In parallel with this, we are developing a growing external market for biofuels. Moelven's own energy efficiency activities mean that we increasingly have eco-friendly energy surpluses that can be sold to others and help strengthen our competitive position.

Emissions to air

Moelven has prepared CO2 accounts since 2010. This is based on the ISO 14064 standard for calculating emissions from Moelven's units. In 2014 Moelven's production and service units generated about 417.6 tons of CO2. About 86 per cent of this represents CO2 in the natural circulation of carbon. Emissions were practically unchanged from 2013, while production volume increased by 3.2 per cent over the same period.

årsberetning samfunnsansvar CO2 rapportering E

Chemicals, oils, adhesives

Moelven aims to minimize the effect on ground and water by using environmentally friendly products to the greatest possible extent.  The handling of chemicals, oils and adhesives must only take place at designated places with approved enclosure or similar installations to reduce the impact of eventual spills. For waste oil and chemicals there are recycling systems with approved recycling centres or reception facilities. All units that use chemicals in their operations must have an summary of these. The summary must include an accurate description of the chemicals in question, which amounts that are used, which persons that are exposed, etc. No conditions have been revealed in 2014 that require remedial measures in the area.

Watering and runoff

Moelven aims to recycle wastewater from timber storage as far as this is technically and practically possible. Watering systems at the timber warehouses must be climate-controlled. There must only be withdrawals of water from lakes and river, as well as runoff to surface following permission from the authorities. No conditions have been revealed in 2014 that require remedial measures in the area.

Pollution to ground

In connection with restructuring, modification or liquidation, potentially polluted areas at the plants must be identified, investigated and remedied as required. All objects classified by the authorities as potentially polluted must be identified. Based on risk classification and existing information, an action plan must be drawn up for any investigation and remedial measures. No conditions have been revealed in 2014 that require remedial measures in the area.

Landfills

It must be ensured that any depositing of bark and other waste takes place at only approved landfills.
It must be possible to document that any landfills comply with applicable statutes and regulations concerning covering, control programmes, handling of runoff, plans for termination and modification. No conditions have been revealed in 2014 that require remedial measures in the area.

Waste handling

Moelven sorts and recycles waste as far as technically possible and annually follows up waste volumes per ton of final product. The share of waste in approved landfills must be minimized in accordance with results from registration and the action plan for the waste system. Sorting at the source is practised at all units, and contracts on required return schemes have been drawn up with suppliers. No conditions have been revealed in 2014 that require remedial measures in the area.

Dust and noise

Moelven must implement measures to adapt noise levels and dust formation at plants in accordance with the targets at the respective plants. The main noise sources related to Moelven's activities are the handling of timber, the operation of fan systems and transport. When needs are identified, measures are implemented to reduce noise to stipulated threshold values.

Corruption

Employees of Moelven must neither accept nor provide gifts or bribes that tarnish integrity. The Group dissociates itself from all forms of corruption and improper actions that impede free competition and market balance.
In the Group's business activities we must always maintain a healthy ethical and moral profile towards associates, customers, suppliers and other business associates. Moelven's code of conduct and Moelven's relation to competition law has been presented and discussed at meetings for both general managers in the Group and for finance managers. Ethical rules have been distributed to all employees. No separate control procedures have been established beyond this.

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