The members of the Remuneration Committee shall constitute of at least two members who shall be appointed at the Board meeting following election or when otherwise deemed necessary. The members of the Remuneration Committee shall be independent of the Company and its executive management in the manner as set out in the Swedish Corporate Governance Code. One of the members of the Remuneration Committee shall be the chairman. The Remuneration Committee currently comprises two members of the board of directors: Øystein Engebretsen (Chairman of the committee) and Göran Blomberg.
It is the responsibility of the Remuneration Committee to fulfil, among other things, following tasks:
- Prepare matters regarding remuneration principles, remuneration, incentive schemes and other terms of employment for the management;
- Monitor and evaluate programmes for variable remuneration, both ongoing and those that have ended during the year, for the management;
- Monitor and evaluate the application of the principles for remuneration to the management that the annual general meeting is legally obliged to adopt as well as the current remuneration structures and levels of the Company;
- Assist in the preparation of the report regarding the results of the evaluation as described in paragraph 3.1 (iii) above, to be published on the corporate governance section of the Company’s website no later than three weeks before the annual general meeting.
It is the responsibility of the Remuneration Committee to ensure that the Board of Directors is provided with supporting information relating to decisions on remuneration and other conditions for employment of the CEO and other senior executives.
The Remuneration Committee is authorised to engage remuneration and employment benefit consultants, legal advisers, pension and other external consultants when performing its duties, provided that there is no conflict of interest regarding other assignments the consultant may have for the Company or the management.
The chairman of the Remuneration Committee shall prepare relevant sections of reports required by law or listings rules, e.g. the report on the Remuneration Committee’s activities to be included in the annual report and the corporate governance section of the Company’s web page.
It is the responsibility of the Remuneration Committee to debrief the Board of Directors on its material decisions and discussion items at ordinary meetings of the Board of Directors.