Item 5.02: Elect CEO Pascal Soriot as a board member
Rationale:
Folketrygdfondet opposes the election of the CEO to the board of directors as a matter of principle. One of the board’s main tasks is the supervision of company management, which includes appointment and dismissal of the CEO. Folketrygdfondet considers that board members can only supervise company management adequately if they are not recruited from among management. For this reason, we voted against item 5.02.
Item 5.03: Elect CFO Aradhana Sarin as a board member
Rationale:
Folketrygdfondet opposes the election of the CFO to the board of directors as a matter of principle. One of the board’s main tasks is the supervision of company management. Folketrygdfondet considers that board members can only supervise company management adequately if they are not recruited from among management. For this reason, we voted against item 5.02.
Item 7: Remuneration Policy
Rationale:
Folketrygdfondet’s decision to vote against the Remuneration policy is based on a cumulative assessment. Folketrygdfondet’s expectations related to board and executive remuneration is that the total amount of remuneration should not entail an unreasonable transfer of value from shareholders to executives. In this case, we note that the increase in CEO compensation is significant and excessive.
For these reasons, Folketrygdfondet voted against item 7.
Item 8: Amendment to Performance Share Plan
Rationale:
Folketrygdfondet’s decision to vote against the Amendment to the Performance Share Plan is based on a cumulative assessment and in line with the same principles and reasoning as Item 7.
For these reasons, Folketrygdfondet voted against item 8.
Item 10: Authority to Issue Shares w/o Preemtive Rights
Rationale:
Folketrygdfondet’s decision to vote against the Authority to Issue Shares w/o Preemptive Rights is based on the significant potential dilution effect the proposed rights issue may have.
For these reasons, Folketrygdfondet voted against item 10.