General Meeting of Austevoll Seafood ASA

Item 7 a) Stipulation of remuneration of the Board of Directors
 
According to the Norwegian Public Limited Liability Companies Act, the general meeting shall vote over remuneration for the board of directors, including the board chair. In item 7 a), the nomination committee has proposed the directors’ fees, including a fee of NOK 375 000 for the board chair. The company’s report on executive remuneration nevertheless makes clear that the board chair receives a consulting fee Laco AS of NOK 3 081 000, which is invoiced to Austevoll Seafood ASA. The consulting fee is connected to work as the board chair in Austevoll Seafood ASA. There is a significant difference between the nomination committee’s recommendation for the fee to the board chair and the information published in the board’s report on the remuneration of leading persons.
 
The notice to the general meeting, pt. 7 a) appears misleading, as the shareholders will only vote over a portion of the board chair’s remuneration. This is inconsistent with the Norwegian Public Limited Liability Companies Act § 6-10. The board chair receives remuneration in excess of the nomination committee’s proposal, and must therefore be regarded as in conflict with good corporate governance and common practice in listed companies, with reference to NUES, ch. 7. As a result, Folketrygdfondet will vote against item 7 a).
 
 
Item 12 Report on the remuneration of leading persons 
 
Folketrygdfondet will vote against item 12 on the remuneration of leading persons. The remuneration report reveals that the board chair has received NOK 3 081 000 for work as the board chair and consulting fees. We refer to our rationale for voting against item 7 a) and that the board chair’s remuneration is not rooted in the nomination committee’s recommendation.