Remuneration Information • Feb 12, 2024
Remuneration Information
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Supporting increased transparency related to senior executive remuneration, the board has today considered and endorsed the remuneration report for Treasure ASA ("the company" or "Treasure") for the fiscal year 2023. Prepared in accordance with the Norwegian Public Limited Liability Companies Act ("Companies Act") §6-16b building on the requirements in the EU Shareholder Rights Directive (2017/828), the report gives, to the best of our knowledge, a fair and true presentation of remuneration awarded to senior executives in Treasure in 2023.
The company's auditor PricewaterhouseCoopers has provided assurance on the report and the report will be presented to the Annual General Meeting on 7 March 2024 for an advisory vote.
Our objective is to give a transparent and comprehensive overview of the remuneration of senior executives and to:
The remuneration for 2023 was in line with the remuneration guidelines adopted by the Annual General Meeting 16 March 2023 and reflects a profit for the year somewhat lower compared with the previous year.
Lysaker, 12 February 2024 The board of directors of Treasure ASA
Thomas Wilhelmsen (chair) Benedicte Bakke Agerup Marianne Hagen Christian Berg
The board confirms that remuneration of senior executives in 2023 were in line with the Remuneration guideline adopted by the Annual General Meeting 16 March 2023. 89.5% of the shares represented at the meeting voted for the guideline.
No material changes were made to the guideline in 2023. However, a revised guideline will be presented to the Annual General Meeting 7 March 2024 to ensure the guideline is compliant with new regulatory requirements effective 1 January 2024 regarding board remuneration principles.
At the Annual General Meeting in 2023, the shareholders also made an advisory vote on the company's Remuneration report for 2022. 100% of the shares represented at the meeting voted for the report.
Except for the voting at the Annual General Meeting in March, the company has not received any questions and feedback related to the Remuneration report nor remuneration fees from shareholders.
Treasure ASA does not have any employees. The company does, however, have a service level agreement with the majority shareholder, Wilh. Wilhelmsen Holding ASA, and Wilhelmsen New Energy AS, owned 100% by Wilh. Wilhelmsen Holding ASA, supplying senior management (defined as CEO and CFO) and shared services (accounting, financial and ESG reporting, internal control, and communications).
In 2023, the service agreement amounted to NOK 2.2 million (NOK 2.0 million). The fee is based on market terms, using a cost plus 8% margin calculation for CEO and CFO services and 8% for other services, in accordance with the principles set out in the OECD Transfer Pricing Guidelines.
For the past three years, 52% of the fee has been covering management for hire, while 48% has been related to reporting and control and other administrative support. The management fee is flat and independent of the financial development of the company.
For 2024, the fee covering the services for management for hire will be increased by 15% to better reflect time spent especially related to financial and ESG reporting and consolidation.
Silvija Seres
| Board and nomination committee remuneration (NOK thousand and percentage) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Remuneration of board members* | 2023 | 2022 | 2021 | 2020 | 2019 | ||||
| Thomas Wilhelmsen, chair** | NA | NA | NA | NA | NA | ||||
| Christian Berg** | NA | NA | NA | NA | NA | ||||
| Benedicte Bakke Agerup | 145 | 130 | 130 | 100 | 100 | ||||
| 11.5% | 0% | 30% | 0% | NA | |||||
| Marianne Hagen | 145 | 130 | NA | NA | NA | ||||
| 11.5% | 0% | NA | NA | NA | |||||
| Marianne Lie | NA | NA | 130 | 100 | 100 | ||||
| NA | NA | 30% | 0% | 0% | |||||
| Remuneration of the nomination committee (NOK thousand and percentage) | |||||||||
| Jan Gunnar Hartvig, chair | 40 | 40 | 40 | 35 | 35 | ||||
| 0% | 0% | 14% | 0% | 0% | |||||
| Fredrik Selvaag | 30 | 30 | 30 | 25 | 25 | ||||
| 0% | 0% | 20% | 0% | 0% | |||||
| 30 | 30 | NA | NA | NA |
Table 1 Remuneration of board and nomination committee members 2019-2023.
* Remuneration is approved by the Annual General Meeting, but payment takes place one year in arrears. For the periode 2023-2024, the nomination committee proposed to the Annual General Meeting to increase the remuneration fee for board members with 5% to NOK 152,250. An equal increase is proposed for nomination committee members, where it is proposed that the chair will receive NOK 42,000 and the committee members NOK 31,500.
** Majority shareholder nominated board members do not receive any board remuneration.
The nomination committee supports the recommendation of the Norwegian Code of Practice for Corporate Governance that members of the board should be encouraged to own shares in the company. The nomination committee therefore recommends that board members use 20% of their net annual board remuneration after tax to buy shares in Treasure up until the accumulated shareholding is equal to, or exceeds, the gross annual fee received for the directorship.
Except for the chair, Thomas Wilhelmsen, who owns or controls 1,165,095 shares in Treasure ASA equal to 0.57% of outstanding shares, only one board member has shares in the company. 1 No members of the nomination committee have shares in the company. Board members Thomas Wilhelmsen and Christian Berg are close associates of the majority shareholder of the company, Wilh. Wilhelmsen Holding ASA:
In addition, Thomas Wilhelmsen, through holding companies, is the controlling shareholder of Wilh. Wilhelmsen Holding ASA, owning 161,066,705 shares equal to 78.68% of the total registered share capital and voting rights in the company.
• The primary focus for Treasure ASA is managing the shareholding in Hyundai Glovis. The Hyundai Glovis share price moved from KRW 163,500 to KRW 191,500 per share.
0% 0% NA NA NA
The company's main economic activity is the investment Hyundai Glovis with dividends received from the investment being the group's main source of cash flow. Given that the company's fundamental objective is to generate significant total shareholder returns, dividend paid from Hyundai Glovis is the key financial performance indicator.
The below table shows development in the management fee, broken down by senior management and other services, compared with development in key financial indicators. While service components are recorded in NOK ex 8% mark up, financial figures are in USD less dividend which is indicated in NOK. Increase/decrease is indicated in percentage, while negative development is marked by brackets.
| 2023-2022 | 2022-2021 | 2021-2020 | 2020-2019 | 2019-2018 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Service level agreement components (NOK) | |||||||||
| 440,000 | 440,000 | 325,440 | 320,000 | 300,000 | |||||
| CEO (22%) | 0% | 35.2% | 1.7% | 6.7% | 0% | ||||
| 626,080 | 602,000 | 620,370 | 610,000 | 590,000 | |||||
| CFO (31%) | 4.0% | -3.0% | 1.7% | 3.4% | 195% | ||||
| 970,400 | 943,500 | 793,260 | 780,000 | 748,750 | |||||
| Other services (47%)* | 2.9% | 18.9% | 1.3% | 4.2% | 0 | ||||
| Financial performance indicators (USD thousand) | |||||||||
| Operating profit (loss)** | (137) | (54) | NA** | NA** | NA** | ||||
| Share of profit from associates** | 89,349 | 101,789 | NA** | NA** | NA** | ||||
| Profit before tax** | 87,877 | 101,900 | NA** | NA** | NA** | ||||
| Profit for the year** | 84,342 | 99,559 | NA** | NA** | NA** | ||||
| Dividend paid*** | 1.0 | 1.0 | 1.5 | 0.4 | 0.3 | ||||
| Employees | |||||||||
| No. of full-time employees | 0 | 0 | 0 | 0 | 0 |
Table 2 Development in service level agreement fees and financial performance indicators (NOK/ USD and percentage).
* Part of the management fee was not paid in 2018 but incorporated in later years' management fees. Comparing 2018 and 2019 therefore makes limited sense and is left out.
** In 2023, the company changed the accounting method and now considers Hyundai Glovis as an associated company and recognises the investment according to the equity method in accordance with IAS 28 - Investments in Associates and Joint Ventures. The company's share of change in net assets of Hyundai Glovis is reported as share of profit from associates and dividends from associates. Comparative figures are restated for 2022 (see note 10 to annual account group), but there are no comparable figures for 2018-2021.
***The dividend in 2021 showed a significant increase due to proceeds from sale of shares in Hyundai Glovis in December 2020.
Treasure ASA P O Box 33 NO-1324 Lysaker, NORWAY
Tel: +47 67 58 40 00
Orgno 916 803 222 MVA
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