Item 7 a) Stipulation of the remuneration of board members
Pursuant to the Public Limited Liability Companies Act, the general meeting shall vote on the remuneration of the chair of the board and board members. In Item 7 a), the nomination committee has submitted a proposal for the remuneration of board members, including remuneration of NOK 425,000 for the chair of the board. In the company’s report on the remuneration of executive personnel, however, it is stated that the chair of the board receives a consultancy fee from Laco AS of NOK 3,802,000, for which Austevoll Seafood ASA is invoiced. The consultancy fee is related to work as chair of the board of Austevoll Seafood ASA. There is a considerable difference between the nomination committee’s proposed remuneration of the chair of the board and the information about the remuneration of executive personnel in the board’s report.
Item 7 a) in the notice of the general meeting appears to be misleading since the shareholders will only vote over a portion of the board chair’s remuneration. This is a violation of the Public Limited Liability Companies Act Section 6-10. The chair of the board receives a fee over and above what the nomination committee recommends, which must be deemed to be in conflict with sound corporate governance and normal practice in listed companies, cf. NUES section 7. On this basis, Folketrygdfondet votes against Item 7 a)
Item 11 Report on the remuneration of executive personnel
Folketrygdfondet votes against Item 11 on the report on the remuneration of executive personnel. The report states that the chair of the board has received NOK 3,802,000 for work as chair of the board and as a consultancy fee. We refer to our grounds for voting against Item 7 a) and to the fact that the remuneration of the chair of the board is not aligned with the nomination committee’s recommendation.