Item 10.1 Remuneration to Board Members
According to the Public Limited Liabilities Companies Act, the general meeting shall vote on remuneration for the chairman and members of the board. In item 10.1, the nomination committee has proposed remuneration for the board members, suggesting a fee of USD 150,000 for the chairman and USD 100,000 for members of the board.
However, in the company's annual report for 2023, note 29 reveals that the chairman, board members, and management of the company have been granted and utilized a right to subscribe for shares in the company. The shares were subscribed at a 25% discount to the price of NOK 23 per share and have a lock-up period of up to 3 years.
The right to discounted shares is considered linked to the work performed for DOF Group ASA. As of May 10, 2024, both the chairman and CEO have realized gains from the subscription of NOK 49 million each. There is thus a significant disparity between the nomination committee's proposal for board remuneration and the information presented in item 10.1.
As only parts of the board's remuneration are to be voted upon, the notice of the general meeting regarding item 10.1 appears misleading. This is contrary to the Public Limited Companies Act § 6-10. The chairman and board members receive remuneration beyond what the nomination committee proposes and must therefore be considered contrary to good corporate governance and common practice in listed companies, cf. NUES section 7.
Folketrygdfondet therefore votes against the proposed resolution in item 10.1.
Item 11 Advisory Vote on Remuneration Report
The Remuneration Report does not include information about the share scheme for the chairman, board members, and management of the company mentioned above. There is thus a significant difference between actual remuneration and the remuneration report. It is noted that the Public Limited Liabilities Companies Act § 6-16 a stipulates that the Remuneration Report should provide a "comprehensive overview of paid and outstanding salary and remuneration." The right to discounted shares is considered linked to the work performed for DOF Group ASA. The share scheme has a high volume and lacks a cap on profits.
In addition, point 5 of the Remuneration Report describes a share and/or option scheme. For option schemes and share-based programs, we expect boards to set clear framework for the scheme and that the scope is not unreasonable. As the guidelines lack a description of the annual and/or total framework, it is Folketrygdfondet's view that the share and option scheme has too open a scope and may therefore entail too large a transfer of value from shareholders to company employees.
Folketrygdfondet therefore votes against the proposed resolution in item 11.