Agenda item 6. Setting of remuneration of members of the board of directors, audit committee, HSE committee and remuneration committee
The fee proposed for the board chair reflects the fact that the board chair is in practice functioning as an executive board chair. This arrangement is not in accordance with Folketrygdfondet’s expectations regarding board independence.
Section 8 of the Norwegian Code of Practice for Corporate Governance states that the board of directors should not include executive personnel. 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. Folketrygdfondet will therefore vote against the proposal.
Agenda item 10. Board authorisation to increase share capital
The size of the authorisation is excessive, at 15%. The total scope of the share issue authorisations in agenda items 10 and 12 is also excessive. Folketrygdfondet will therefore vote against the proposal.
Agenda item 12. Board authorisation to issue convertible bonds
The size of the authorisation is excessive, at 15%. The total scope of the share issue authorisations in agenda items 10 and 12 is also excessive. Folketrygdfondet will therefore vote against the proposal.