Article 8 of the company’s articles of association stipulates that the Nomination Committee shall comprise a total of three people, who shall be shareholders or shareholders’ representatives. The members of the Nomination Committee, including the committee’s chair, are elected by the Annual General Meeting for a term of two years. Members may be re-elected. The remuneration payable to members of the Nomination Committee is determined by the AGM. A set of regulations governing the work of the Nomination Committee was adopted at the board meeting of 21 March 2007.
As at 4 June 2015, the Nomination Committee comprises the following:
- Anne Kathrine Slungård
- Endre Kolbjørnsen
- Helge Moen
The Nomination Committee shall take into consideration relevant statutory requirements with respect to the composition of the company’s governing bodies, as well as principles for corporate governance laid down in the Norwegian Code of Practice for Corporate Governance drawn up by NUES. Proposals for members of the board and Nomination Committee should safeguard the shareholder community’s interests and the company’s need for competence, capacity and diversity.
The Nomination Committee draws up criteria for the selection of candidates for the board and Nomination Committee, in which both sexes should be represented. The Nomination Committee should, over time, balance the requirements for continuity and renewal in the individual governing body. Relevant candidates must be asked whether they are willing to undertake the office of director or deputy director.
The committee should base its recommendations with respect to the remuneration payable on (a) information about the size of the remuneration paid to elected officers in other comparable companies, and (b) on the scope of work and the amount of effort the elected officers are expected to devote to the task on behalf of the company.
The Nomination Committee’s recommendation to the AGM must be published in good time, so that it can be communicated to the shareholders before the meeting takes place. The recommendation shall accompany the invitation to attend the AGM, no later than 21 days before the meeting takes place. The committee’s recommendation shall contain information about the candidates’ independence and competence, including age, education and work experience. If relevant, notice shall also be given about how long the candidate has been an elected officer of the company, any assignments for the company, as well as material assignments for other group companies that may be of significance.
Proposals to the Nomination Committee
All shareholders are entitled to propose candidates for election to the board of directors and other relevant offices. Such proposals must be submitted by email to the Nomination Committee’s chair no less than six weeks before the company’s AGM.
Nomination Committee’s chair: Helge Moen, firstname.lastname@example.org