AKER BIOMARINE Proposal from the nomination committee of Aker BioMarine ASA to the annual general meeting to be held on 16 April 2024
The nomination committee of Aker BioMarine ASA is comprised of Svein Oskar Stoknes (chair) and Ingebret G. Hisdal. Charlotte Håkonsen serves as deputy member to the committee. The members of the nomination committee were elected by the annual general meeting in 2023 for up to two years, until 2025. The election committee's proposal to this year's annual general meeting therefore only covers the election of members of the board of directors.
The nomination committee has held eight meetings since the 2023 annual general meeting. The committee has, among other things reviewed the board's performance in 2023 and the board composition. As a basis for its assessments, the committee has conducted individual meetings with the chair of the board, all other shareholder elected directors of the board, one of the employee elected directors of the board and the CEO. The committee has also received feedback from individual shareholders concerning the composition of the board.
In connection with the annual general meeting of Aker BioMarine ASA to be held on 16 April 2024, the nomination committee submits the following unanimous proposal:
1. Election of directors to the board
The board has five shareholder-elected directors, Ola Snøve (chair), Frank O. Reite (director), Cilia Holmes Indahl (director), Anne Harris (director) and Kimberly Mathisen (director). In addition, Kjell Inge Røkke is deputy director. Attendance at board meetings has been satisfactory from all members. Ola Snøve, Frank O. Reite and Cilia Holmes Indahl's terms end in 2024. The nomination committee proposes that Ola Snøve, Frank O. Reite and Cilia Holmes Indahl are re-electedin their positions for a period of two years.
In its deliberations, the nomination committee has emphasized that a well-functioning board should have a composition that covers all relevant fields of competence and experience to discharge its oversight responsibilities in a good manner, and to be well suited to deal with opportunities and challenges facing Aker BioMarine ASA. It is the nomination committee's view that the proposed board composition ensures such qualities. For the same reasons, the nomination committee proposes that the annual general meeting makes a joint vote over the entire proposed board composition.
The proposed board composition is compliant with the requirements for independence as set out in the Norwegian Code of Practice for corporate governance (NUES).
If the general meeting adopts the above proposal, the board of Aker BioMarine ASA will comprise the following shareholder-elected directors:
Board of directors:
- Ola Snøve (chair)
- Frank O. Reite (director)
- Cilia Holmes Indahl (director)
- Anne Harris (director)
- Kimberly Mathisen (director)
- Kjell Inge Røkke (deputy director)
Election period:
2024-2026
2024-2026
2024-2026
2023-2025
2023-2025
2023-2025
A presentation of the directors of the board, including information of which directors are considered to be independent, is to be found on page 50 in the annual report for 2023.
AKER BIOMARINE ASA | Oksenøyveien 10 | P.O. Box 496 | NO-1327 Lysaker, Norway
Tel: + 47 24 13 00 00 | Mail: post@akerbiomarine.com
2. Proposed fees for the board of directors
The general meeting shall determine the remuneration of the board, the board's sub-committees and the nomination committee based on a proposal from the nomination committee. The remuneration survey carried out by the Norwegian Board Members Institute on board fees for 2023 as well as estimated general salary growth in 2023, has been the basis for the committee's assessments.
The nomination committee proposes that the fees for the board of directors and to members of the subcommittees are increased with approximately 5% for the period from the annual general meeting in 2023 to the annual general meeting in 2024.
Position | Proposed fees | Fees |
2023-2024 (NOK) | 2022-2023 (NOK) | |
Chair | 662 000 | 630 000 |
Each of the other directors | 341 000 | 325 000 |
Additional fee to the chair of the audit committee | 200 000 | 190 000 |
Additional fee to the other members of the audit | ||
committee | 116 000 | 110 000 |
Deputy director | 55 500 per meeting* | 53 000 per meeting* |
Deputy members of the audit committee | 28 500 per meeting** | 27 000 per meeting** |
*Limited upwards to NOK 341 000 for the period
- Limited upwards to NOK 116 000 for the period
3. Proposed fees for the nomination committee
The fees for the nomination committee are proposed increased with approximately 5% for the period from the annual general meeting in 2023 to the annual general meeting in 2024.
Position | Proposed fees | Fees |
2023 - 2024 (NOK) | 2022 - 2023 (NOK) | |
Chair of the nomination committee | 55 000 | 52 000 |
Member of the nomination committee | 44 000 | 42 000 |
As per normal practise of Aker companies, senior executives are not personally permitted to receive directors' fees from other companies within Aker. The fees are in such cases paid directly to the company of which the relevant director is an employee. Consequently, the fee for the period from the previous annual general meeting until the 2024 annual general meeting applicable to Svein Oskar Stoknes will be paid to Aker ASA.
Fornebu, 20 March 2024
On behalf of the nomination committee of Aker BioMarine ASA
Svein Oskar Stoknes
Chair of the committee
AKER BIOMARINE ASA | Oksenøyveien 10 | P.O. Box 496 | NO-1327 Lysaker, Norway
Tel: + 47 24 13 00 00 | Mail: post@akerbiomarine.com
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Aker BioMarine ASA published this content on 19 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 March 2024 07:13:05 UTC.
