Remuneration Information • Mar 20, 2023
Remuneration Information
Open in ViewerOpens in native device viewer
For Aker Carbon Capture ASA
Advisory vote by the General Assembly on 18 April 2023.
In accordance with the Norwegian Public Limited Liability Companies Act section 6-16 b, the Board of Directors of Aker Carbon Capture ASA has prepared a report on the salary and other remuneration of the Chief Executive Officer and senior executives of the company awarded or due in 2022.
This report regards remuneration of the following executive management of 2022:
This remuneration report 2022 provides an overview of remuneration of the executive management of the company in 2022 in relation to the company's Executive Remuneration Guidelines as approved by the annual general meeting on 19 April 2022 pursuant to the Norwegian Public Limited Liability Companies Act section 6-16a. This report has been prepared in accordance with the Norwegian Public Limited Liability Companies Act section 6-16 b.
No deviations from the guidelines have been applied for 2022.
The company's Executive Remuneration Guidelines are designed to align with the company's overall business strategy, and long-term interests. The main purpose of the company's remuneration of executive management is to attract and retain executives, to align interests between executives and the company's shareholders and to encourage a strong and sustainable performance-based culture which supports the company's overall strategic ambitions and goals over time. The total remuneration of the executive management is therefore constructed as a combination of fixed salary and variable compensation.
A competitive fixed salary shall be paid to attract and retain high-quality and experienced executives and to provide appropriate remuneration for their important role in the company. This is required to support the recruitment and retention of executives of the caliber required to implement the company's strategy. The variable compensation is designed to ensure alignment between performance and remuneration and increase shareholder value while retaining key employees.
In addition to remuneration to the executive management, section 2 of this report contains information on compensation to the Board of Directors of Aker Carbon Capture for 2022.
The General Assembly determines the compensation to the Board of Directors based on a proposal from the Nomination Committee. At the 2023 annual general meeting the Nomination Committee proposes the compensation payable for the period between the 2022 annual general meeting and the 2023 annual general meeting.
The Board of Directors did not receive any other fees than those listed in the table below. The members of the Board of Directors have no agreements that entitle them to any extraordinary remuneration.
The fees in the table below represent expenses recognized in the income statement based on assumptions about fees to be approved at the annual general meeting rather than actual payments made.
| 2022 | 2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| Amounts in NOK thousand |
Period | Audit Committee |
Board fees |
Period | Audit Committee |
Board fees |
||
| Henrik Overgaard Madsen |
Jan-Apr | — | 200 Jan-Dec | — | 533 | |||
| Kristian Røkke | Jan-Dec | 55 | 523 Jan-Dec | 60 | 307 | |||
| Øyvind Eriksen | Jan-Apr | — | 103 Jan-Dec | — | 307 | |||
| Oscar Fredrik Graff |
Jan-Dec | — | 320 Jan-Dec | — | 307 | |||
| Nina Jensen | Jan-Dec | — | 320 Jan-Dec | — | 307 | |||
| Liv Monica Stubholt |
Jan-Dec | 220 | 320 May-Dec | 105 | 207 | |||
| Linda Litlekalsøy Aase |
Jan-Dec | — | 217 Jun-Dec | — | 181 | |||
| Bent Christensen | May-Dec | — | 217 n.a. | — | — | |||
| Åse Marit Hansen | May-Dec | — | 217 n.a. | — | — |
Employees of Aker companies do not receive the remuneration personally, and payment is made to their respective employer company. Therefore, the fees for Øyvind Eriksen, Kristian Røkke, and Linda Litlekalsøy Aase (Jan-Apr 2022) are paid to employer company. For Nina Jensen, 50 percent of the fee is paid to REV Ocean AS. NOK 108 thousand of the fee to the employee elected representative is paid to a dedicated competence fund, in agreement with the union.
Aker Carbon Capture was established as a standalone company in the summer of 2020, following more than 15 years of developing carbon capture technology and solutions in the Aker group. The proprietary technology with unique HSE characteristics includes the company's advanced solvent portfolio, Anti-Mist design and solutions for minimizing net energy use.
The company's revenues increased from NOK 363 million in 2021 to NOK 781 million in 2022, primarily driven by increased activity on the Brevik CCS and Twence CCU projects. Operating loss ended at negative NOK 223 million, compared to negative NOK 195 million in 2021. The higher operating loss was primarily caused by an increase in salary and personnel costs as well as other operating expenses in line with increasing activity levels and growth ambitions of the company. Loss for the period was negative by NOK 204 million, compared to NOK 192 million in 2021.
Information about key events for the financial year 2022 and Aker Carbon Capture's overall performance is found in the 2022 Annual Integrated Report on the Aker Carbon Capture home page: www.akercarboncapture.com.
As the Annual Integrated Report states, Aker Carbon Capture has a long term "10 in 25" strategic target. This means securing contracts to capture 10 million tonnes per annum CO2 by 2025. The company objectives are all important success factors toward this journey and are closely linked to the overarching long term strategic target. Given its high strategic importance, order intake is weighted the highest.
The main company performance objectives used in 2022 for the executive management's achievement of variable remuneration, which is described in further detail under section 3.3 below, are related to the following:
In addition to the company objectives stated above all executive managers have personal objectives. These objectives are linked to the company objectives consistent with their area of responsibility as well as individual developments.
In 2022, the remuneration to executives consisted of a combination of fixed salary and variable pay. The executive management received between 20%-35% (25%-45% in 2021) of their total remuneration as variable pay (excluding extraordinary items). The ratio of the CEO's compensation to median compensation for all employees was 3.6 for 2022 and 3.6 for 2021.
| Amounts in NOK thousand | 2022 | 2021 | 2020 |
|---|---|---|---|
| Average base salary | 1,021 | 1,008 | 1,012 |
| Annualized change amount | 13 | (4) | — |
| Annualized change % | 1.3 % | (0.4) % | — |
A competitive remuneration contributes to attract and retain high-quality and experienced executives of the caliber required to implement the company's strategy. The variable compensation is designed to ensure alignment between performance and remuneration and increase shareholder value while retaining key employees.
The fixed remuneration to the CEO is recommended by the chair of the board and approved by the Board of Directors on an annual basis. The remuneration to the remaining executive management shall be approved by the CEO, in consultation with the chair of the board, and informed to the Board of Directors of Aker Carbon Capture on an annual basis.
The fixed base salaries are based on the following objective criteria:
The annual variable pay program for executive management is assessed against annual performance targets that signal and reward the strategic and operational results and behaviors expected for the year that contribute to the long-term, sustainable value creation for Aker Carbon Capture.
All employees of Aker Carbon Capture participate in this in this variable pay program, with the same company objectives as the executive management.
Payment under the variable pay program is recommended by the CEO and approved by the board on an annual basis. The payments are subject to a discretionary assessment based on the two components:
The variable remuneration is earned over a period of one year and the maximum achievable payment is 100% of annual base salary for the CEO and between 50-70% for the other members of the Executive Management Team.
The definition of the company objectives and fulfillment assessment is subject to the chair and Board of Directors' approval and subsequent discretionary assessment. For the CEO, individual objectives are approved and assessed by the chair. For executives the individual objectives are set and assessed by the CEO.
In 2022, the executives received variable remuneration of 50% (80%-85% in 2021) of the individual bonus potential, due to the combination of achieved company objectives and individual performance objectives. The fulfillment of company measures is mainly connected to the achievements described in section 2.
For further information about the remuneration awarded or due in 2022-2020 see the table on the next page.
For variable pay, the amounts in the table represent what has been recognized in the income statement rather than actual payments made in the year. Amounts include holiday pay earned and recognized in the income statement in the year, where applicable, and the amounts for 2021 have been changed to reflect the same principle.
| Amounts in NOK thousand | Fixed remuneration | Variable remuneration | Extra Total |
Pension | Proportion fixed vs variable remuneration |
Annualized change | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of executive, position | Period1 | Base salary | Fringe benefits2 |
One-year variable |
Multi-year variable |
ordinary items3 |
remuneratio 4 n |
expense5 | Fixed | Variable | Amount | Percent |
| 2022 | 3,750 | 41 | 2,155 | — | — | 5,946 | 194 | 64% | 36% | (1,481) | (20) % | |
| Valborg Lundegaard, Chief Executive Officer | 2021 | 3,666 | 30 | 3,730 | — | — | 7,426 | 96 | 50% | 50% | 930 | 34 % |
| Aug - Dec 2020 | 1,237 | 15 | 1,456 | — | — | 2,707 | 107 | 46% | 54% | — | — | |
| 2022 | 2,127 | 5 | 758 | — | 140 | 3,030 | 105 | 70% | 30% | (83) | (4) % | |
| Egil Fagerland, Chief Financial Officer | Apr - Dec 2021 | 1,264 | 6 | 925 | — | 140 | 2,335 | 63 | 54% | 46% | — | — |
| 2022 | 1,572 | 17 | 435 | — | — | 2,024 | 206 | 79% | 21% | (97) | (5) % | |
| Pernille Brente, General Counsel | 2021 | 1,518 | 32 | 571 | — | — | 2,121 | 197 | 73% | 27% | — | — |
| 2022 | 2,029 | 21 | 800 | — | — | 2,850 | 152 | 72% | 28% | (458) | (14) % | |
| Erik Langholm, Chief Project Officer | 2021 | 1,984 | 18 | 1,306 | — | — | 3,308 | 91 | 61% | 39% | — | — |
| 2022 | 2,034 | 13 | 802 | — | — | 2,849 | 107 | 72% | 28% | (458) | (14) % | |
| Jon Christopher Knudsen, Chief Commercial Officer | 2021 | 1,989 | 10 | 1,309 | — | — | 3,308 | 85 | 60% | 40% | — | — |
| 2022 | 1,602 | 14 | 647 | — | — | 2,263 | 107 | 71% | 29% | (204) | (8) % | |
| Jim Stian Olsen, Chief Technology Officer | 2021 | 1,518 | 8 | 941 | — | — | 2,467 | 85 | 62% | 38% | — | — |
| Nina Westgaard, People & Organization Director | 2022 | 1,864 | 9 | 525 | — | — | 2,398 | 111 | 78% | 22% | (181) | (21) % |
| Sep - Dec 2021 | 571 | 3 | 286 | — | — | 860 | 30 | 67% | 33% | — | — |
In January 2021, the company formally established its Executive Management Team consisting of the CEO, CCO, CPO, CTO and General Counsel. The company recruited the CFO and People & Organization Director positions in 2021.
Fringe benefits include membership in the standard employee benefit scheme and an additional executive group life and disability insurance.
Non-recurring compensation including sign-on and retention bonus.
The total remuneration equals the sum of fixed remuneration, variable remuneration and extraordinary items.
Main characteristics of the retirement pension plan: The Executive Management Team participates in the standard pension and insurance schemes applicable to all employees. The company does not have any defined benefit plans. The CEO and CPO were employed by Aker Solutions in 2008 when the company changed to defined contribution plan and is part of a compensation plan which has been transferred to Aker Carbon Capture. The compensation amount is adjusted annually in accordance with the adjustment of the pensionable income, and accrued interest according to market interest. The compensation plan is an unfunded plan and is calculated using an earned balance method.
The company has not granted remuneration to the executive management in the form of shares, subscription rights, options, and other forms of remuneration linked to shares or the development of the share price in the company or in other companies within the group.
The share price development is included as one of the corporate objectives, and all employees including executive management are invited to join share purchase programs from time to time.
No remuneration has been reclaimed in 2022.
Shares in Aker Carbon Capture owned by directors and members of the executive management and their related parties as of 31 December:
| Job title | Number of shares | |
|---|---|---|
| Linda Litlekalsøy Aase | Director | 19,551 |
| Valborg Lundegaard | Chief Executive Officer | 30,581 |
| Egil Andre Fagerland | Chief Financial Officer | 4,317 |
| Erik Langholm | Chief Project Officer | 13,417 |
| Jon Christopher Knudsen | Chief Commercial Officer | 41,356 |
| Jim Stian Olsen | Chief Technology Officer | 10,725 |
| Pernille Brente | General Counsel | 4,628 |
The overview includes only direct ownership of shares in Aker Carbon Capture ASA.
The Board of Directors has today adopted the report on remuneration of executives of Aker Carbon Capture for the financial year 2022. The report has been prepared in accordance with the Norwegian Public Limited Liability Companies Act section 6-16 b and will be presented to the General Assembly on 18 April 2023 for an advisory vote.
Fornebu, 14 March 2023 Board of Directors and Chief Executive Officer of Aker Carbon Capture ASA
Kristian Røkke
Chair
Nina Jensen
Director
Oscar Fredrik Graff Director
Liv Monica Stubholt Director
Linda Litlekalsøy Aase Director
Bent Christensen Director
Åse Marit Hansen Director
Valborg Lundegaard Chief Executive Officer
Independent auditor's assurance report on salary and other remuneration to directors
To the General Meeting of Aker Carbon Capture ASA
We have performed an assurance engagement to obtain reasonable assurance that Aker Carbon Capture ASA report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31 December 2022 has been prepared in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.
In our opinion, the remuneration report has been prepared, in all material respects, in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.
The board of directors is responsible for the preparation of the remuneration report and that it contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and for such internal control as the board of directors determines is necessary for the preparation of a remuneration report that is free from material misstatements, whether due to fraud or error.
We are independent of the company as required by laws and regulations and the International Ethics Standards Board for Accountants' Code of International Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We apply the International Standard on Quality Management (ISQM) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, and accordingly, maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
Our responsibility is to express an opinion on whether the remuneration report contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and that the information in the remuneration report is free from material misstatements. We conducted our work in accordance with the International Standard for Assurance Engagements (ISAE) 3000 – "Assurance engagements other than audits or reviews of historical financial information".
We obtained an understanding of the remuneration policy approved by the general meeting. Our procedures included obtaining an understanding of the internal control relevant to the preparation of the remuneration report in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. Further we performed procedures to ensure completeness and accuracy of the information provided in the remuneration report, including whether it contains the information required by the law and accompanying regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Oslo, 14 March 2023 PricewaterhouseCoopers AS
Thomas Fraurud State Authorised Public Accountant
Oksenøyveien 8, 1366 Lysaker, Norway
Yannick Vanderveeren Mob: +47 458 36 358 Email: [email protected]
David Phillips Mob: +44 7710 568279 Email: [email protected]
Christian Yggeseth Mob: +47 915 10 000 Email: [email protected]
Publication 20 March 2023
Copyright in all published material including photographs, drawings and images in this publication remains vested in Aker Carbon Capture and third party contributors to this publication as appropriate. Accordingly, neither the whole nor any part of this publication can be reproduced in any form without express prior permission. Articles and opinions appearing in this publication do not necessarily represent the views of Aker Carbon Capture. While all steps have been taken to ensure the accuracy of the published contents, Aker Carbon Capture does not accept any responsibility for any errors or resulting loss or damage whatsoever caused and readers have the responsibility to thoroughly check these aspects for themselves. Enquiries about reproduction of content from this publication should be directed to Aker Carbon Capture.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.