AGM Information • Mar 11, 2020
AGM Information
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The mandate of the Nomination Committee is regulated in the Company's articles of association § 2-10 which state: "The Company shall have a Nomination Committee consisting of a chairman and two members elected by the shareholders at the General Meeting. The election period is two years, unless a shorter period has been decided by the General Meeting. The members of the Committee can be reelected.
A majority of the members of the Committee shall be independent of the Board of Directors and the management of the Company. The CEO and other members of the management of the Company cannot be members of the Committee. However, the Chairman of the Board of Directors and the CEO shall be at least annually invited to attend the meeting of the Committee. Sections 6-7, 6-8 and 6-27 of the Public Companies Act apply correspondingly in relation to the members of the Committee.
The Nomination Committee shall make recommendations to the General Meeting on the following matters:
The Nomination Committee shall give reasons for their recommendations.
The Nomination Committee shall operate in accordance with the Norwegian Code of Practice for Corporate Governance.
The General Meeting can set out further guidelines for the work of the Nomination Committee."
In the process of making recommendations to the General Meeting, the committee has taken contact with the company's senior management, representatives of governing bodies as well as the largest shareholders.
According to the Company's articles of association, the Board of Directors shall consist of at minimum 5 and maximum 9 members and a number of deputy members decided by the General Meeting. The members of the Board are elected for a 2-year term by the General Meeting. The chairman and the deputy chairman of the Board of Directors are elected for a 1-year term.
The Nomination Committee in 2019 proposed to increase the total number of shareholder-elected Board members from 5 to 6, and proposes now to reduction back to 5 shareholder-elected Board members.
The Nomination Committee has also weighted in the fact that the members of the Board of Directors together have to have a wide professional experience, varied background and tasks in the Board. It is also important that the members of the Board of Directors have the necessary competence in order to be included into the Board's subcommittees, i.e. the Audit Committee, the Risk Committee and the
Compensation Committee. The Nomination Committee wants to maintain the continuity in the Board of Directors but at the same time give place for new representatives.
The Nomination Committee means that with its proposal the company will have a well-functioning collegium with a broad professional background and good grounding among the Company's biggest shareholders.
Shareholder-elected members of the Board are:
Adele Bugge Norman Pran wishes to resign from the Board of Directors. Anders Lenborg and Jørgen Stenshagen wish to step down from the Board of Directors in order to give place for new members.
The shareholder-elected member Randi Helene Røed has expressed interest in continuing her work. The Nomination Committee proposes re-election of Randi Helene Røed for a new 2-year term.
The Nomination Committee proposes following new members to the Board of Directors:
As a Board member: Kjetil Garstad.
Kjetil Garstad has economics education (Norwegian School of Economics). He has a long experience as a financial analyst and works today as an asset manager in Stenshagen Invest. In addition, he has experience as a Board member in the companies listed on the Oslo Stock Exchange.
As a Board member and deputy chairman: Arve Ree.
Arve Ree has a master's degree in Industrial Economics and Technology Management (Norwegian University of Science and Technology). He has a long experience from finance (analysis and asset management). As of today he manages Awilhelmsen Capital Holdings and holds several Board positions.
Arve Ree has stepped down from the Nomination Committee under processing of his nomination.
The chairman and the deputy chairman of the Board of Directors are elected for a 1-year term by the General Meeting. The Nomination Committee proposes that Jostein Sørvoll is re-elected as the chairman and Arve Ree is elected as a deputy chairman of the Board of Directors.
Following the proposal of the Nomination Committee, the shareholder-elected members of the Board for the service year 2020/2021 will be:
| - | Jostein Sørvoll (chairman) | on election 2021 |
|---|---|---|
| - | Arve Ree (deputy chairman) |
on election 2022 |
| - | Else Bugge Fougner | on election 2021 |
| - | Kjetil Garstad | on election 2022 |
| - | Randi Helene Røed | on election 2022 |
In order to give a proposition for the composition of the Board the Nomination Committee has had contact with the company's largest shareholders, has also had meetings with all of the members of the Board and CEO, and has reviewed the Board's self-evaluation.
Proposal for the resolution:
i) Establishment of the total number of the members of the Board of Directors:
It was concluded that the Board of Directors shall constitute of seven members, whereof five shareholderelected members and two employee-elected members. No deputy members are elected for the shareholder-elected members of the Board of Directors. Two deputy members of the Board are elected for the employee-elected members.
ii) Election of the shareholder-elected members of the Board of Directors:
Randi Helene Røed, Kjetil Garstad and Arve Ree are elected as the members of the Board for 2 years, i.e. until spring 2022.
iii) Election of the chairman and deputy chairman of the Board of Directors:
Jostein Sørvoll is elected as the chairman of the Board of Directors for 1 year, i.e. until spring 2021. Arve Ree is elected as the deputy chairman of the Board of Directors for 1 year, i.e. until spring 2021.
The members of the committee are elected for a term of 2 years. The Nomination Committee has when considering candidates to the Nomination Committee consulted with the representatives of the company's governing bodies and the major shareholders and put emphasis on the continuity of the Committee as well as representation of the shareholders.
Arve Ree steps down from the Nomination Committee, and the Nomination Committee proposes Andreas Mørk as a new member. Andreas Mørk represents Awilhelmsen Capital Holdings which is one of the largest investors in Protector and has a long-term perspective on its investment in the company.
Nils Petter Hollekim steps down from the Nomination Committee, and Vegard Søraunet is proposed as a new member. Vegard Søraunet is investments director in ODIN Fund Management.
Per Ottar Skaaret stands for election in 2021.
Following the proposal, the Nomination Committee will have the following composition:
| 1. Per Ottar Skaaret (leader) |
on election 2021 |
|---|---|
| 2. Vegard Søraunet | on election 2022 |
| 3. Andreas Mørk | on election 2022 |
Proposal for the resolution:
i) Election of the members of the Nomination Committee:
Vegard Søraunet and Andreas Mørk are elected as the members of the Nomination Committee for 2 years, i.e. until spring 2022.
Remuneration of the Board of Directors is determined by the General Meeting.
The Nomination Committee aims that the remuneration to the Board of Directors reflects the Board of Directors' responsibilities, competence, time consumption and the complexity of the business and that the Board of Directors have remuneration at market terms. The Nomination Committee also seeks for meetings-based remuneration for the members in the company's governing bodies, elected by the General Meeting. Last time the remuneration was revised in connection with 2018 election where remuneration was increased by 5%-10%. The Nomination Committee proposes unchanged remuneration for service year 2020/2021. The Nomination Committee encourages the members of the governing bodies to reinvest parts of the remuneration to reinvest in Protector shares.
Proposal for resolution:
i) Following remuneration for the members of the Board of Directors was approved for 2020/2021 term:
| Chairman | NOK 550.000 |
|---|---|
| Deputy chairman | NOK 340.000 |
| Shareholder-elected members | NOK 300.000 |
| Employee-elected members | NOK 150.000 |
ii) Additional remuneration of the Audit Committee:
| Chairman | NOK 40.000 + attendance fee of NOK 7.500 pr. meeting |
|---|---|
| Member | NOK 25.000 + attendance fee of NOK 7.500 pr. meeting |
iii) Additional remuneration of the Risk Committee:
| Chairman | NOK 25.000 + attendance fee of NOK 7.500 pr. meeting |
|---|---|
| Member | NOK 15.000 + attendance fee of NOK 7.500 pr. meeting |
iv) Additional remuneration of the Compensation Committee:
| Chairman | NOK 25.000 + attendance fee of NOK 7.500 pr. meeting |
|---|---|
| Member | NOK 15.000 + attendance fee of NOK 7.500 pr. meeting |
v) Following remuneration for the Nomination Committee was approved for 2020/2021 term:
| Chairman | NOK 10.000 + attendance fee of NOK 7.500 pr. meeting |
|---|---|
| Member | Attendance fee of NOK 7.500 pr. meeting |
Oslo, 10 March 2020 Translation – not to be signed
Per Ottar Skaaret Nils Petter Hollekim Arve Ree
__________________ ___________________ __________________
+47 4004 3155 [email protected]
Stenshagen Invest, forvalter, 2014–
B2 Holding, Styremedlem, 2014-2016, 2018-
Norwegian Finans Holding, Styremedlem, 2019-
Arctic Securities, Oil services analytiker, 2007-2013
SEB Enskilda, Oil services analytiker, London og Oslo, 2004-2007
UBS Warburg, Corporate Finance, London, 2001-2004
Norges Handelshøyskole, Siviløkonom, 1998-2001
M A D S E R U D A L L E 1 9 , 0274 O S L O , N O R W A Y P H O N E : ( + 4 7 ) 9 2 2 0 0 3 6 5 E - M A I L : A R V E @ R E E I R . C O M
August 2015 - Present, Awilhelmsen Capital Holdings AS, Oslo Managing Director for an investment company owned by the Awilhelmsen group February 2008 – September 2014, Ferd AS, Oslo Head of Ferd Special Investments September 2005 – February 2008, De Putron Fund Management, London Portfolio Manager in Capital Structure Arbitrage January – June 2003, July 2004 – August 2005, JPMorgan, London Analyst in the Structured Products Group June – December 2002, Société Générale, London Analyst (stage) in Acquisition Finance August 1997 - July 1998, The Royal Norwegian Navy, Tromsø Military service as a navigator on a missile torpedo vessel
Indico Systems AS, Chairman of the Board – Digital Evidence Recording software company
Dips ASA, Board Member – Electronic Health Record software company
Cambi ASA, Board Member – Company providing Thermal Hydrolysis Solutions for organic waste
Linstow AS, Board Member – Real Estate company owned by the Awilhelmsen group
Personal and family owned investment companies
Master of Science in Industrial Economics and Technology Management (Industriell Økonomi)
August 2001 – June 2002, Ecole des Hautes Etudes Commerciales, Paris Master of Science studies with specialization in Finance
June - August 2001, Cornell University, New York Summer MBA programme
September 1997 - June 1998, Université des Sciences Sociales de Toulouse, Toulouse Economics studies
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