AGM Information • May 16, 2017
AGM Information
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Shareholders of SalMar ASA are hereby invited to attend the AGM, to be held at 1pm on Tuesday, 6 June 2017 at SalMar's head office at Frøya (7266 Kverva).
The AGM will be called to order by Board Chair Bjørn Flatgård.
Once the meeting has been called to order, a list of attending shareholders and proxies will be presented.
4. Approval of the financial statements and annual report for 2016 for SalMar ASA and the SalMar Group
The board's proposed income statement for 2016, balance sheet as at 31 December 2016 and accompanying notes for SalMar ASA and the SalMar Group, along with the reports of the board of directors and auditor, are included in the 2016 annual report. This is available from the company's website: www.salmar.no. The board is proposing a dividend of NOK 12 per share be paid for the 2016 financial year. The dividend will fall to the company's shareholders as at the AGM on 6 June 2017.
Should payment of a dividend be approved, SalMar ASA's shares will be quoted ex. dividend in the amount of NOK 12.00 per share with effect from 7 June 2017.
Please see the Nomination Committee's attached recommendation, which is also available from the company's website www.salmar.no.
The board proposes that the AGM approve the auditor's fee for the 2016 year-end financial statements in the amount of NOK 1,294,500 for the Group, NOK 201,000 of which relates to auditing of the parent company SalMar ASA.
With reference to the statement relating to corporate governance which was issued by the board on 20 April 2017, and which is included in the annual report for 2016 and available from the company's website www.salmar.no, the board proposes that the AGM take note of its contents.
The Board Chair will present the matter to the AGM.
The board proposes that the AGM pass the following resolution:
"The share-based incentive scheme for senior executives of SalMar shall be continued with a new programme. The programme may encompass incumbents of senior positions and key personnel within the Group. The programme entitles employees to receive shares free of charge. The entitlement accrues over three years. The value of the share entitlement granted to any individual employee may not exceed the equivalent of six months' salary. Accrual of 2/3 of this entitlement depends on the fulfilment of specified performance criteria. The maximum amount that the individual employee may accrue under the various programmes in any one year is capped at the equivalent of one whole year's salary. The maximum number of shares in the programme may not exceed 400,000. The programme's overall recognised cost is estimated at NOK 36 million distributed over three years.
The board is authorised to draw up more specific guidelines for the scheme, within the framework given."
In accordance with Section 6-16 (a) of the Public Limited Companies Act, the board has prepared a statement relating to remuneration and other benefits payable to senior executives for the 2017 financial year. A copy of the board's statement is attached. It is also available from the company's website www.salmar.no.
The AGM must hold a consultative vote on the board's guidelines for remuneration and other benefits payable to senior executives, with the exception of arrangements where the said remuneration relates to shares or developments in the price of the company's shares or that of other companies within the same group.
The board proposes that the AGM pass the following resolution:
"The AGM endorses point 3 of the board's statement relating to remuneration and other benefits payable to senior executives, except that which concerns article 10."
Reference is made to the board's statement relating to remuneration and other benefits payable to senior executives for the 2017 financial year.
The AGM must hold a binding vote on the board's guidelines for remuneration and other benefits payable to senior executives relating to shares or developments in the price of the company's shares or that of other companies within the same group.
The board proposes that the AGM pass the following resolution:
"The AGM endorses point 3 of the board's statement relating to remuneration and other benefits payable to senior executives, which applies to the share incentive scheme."
The Nomination Committee's recommendation is attached and will be made available on the company's website www.salmar.no before the AGM.
The Nomination Committee's recommendation is attached and will be made available on the company's website www.salmar.no before the AGM.
The AGM held on 7 June 2016 authorised the board to increase the company's share capital to finance investments and the acquisition of businesses by means of cash issues and contributions in kind. This authorisation is valid until the 2017 AGM, and the board proposes that the authorisation be renewed.
Given the purpose of the authorisation the board may need to waive existing shareholders' preference rights, which is permitted under the terms of the authorisation.
With reference to the above, the board proposes that the AGM pass the following resolution:
The AGM of 7 June 2016 authorised the board to buy back shares in the company up to a limit of 10 per cent of existing share capital. This authorisation may be used to buy back company shares to meet liabilities associated with share-based incentive schemes for senior executives and as a tool to return funds to the company's shareholders. The board proposes that the authorisation be renewed.
With reference to the above, the board proposes that the AGM pass the following resolution:
The board of directors proposes that it be authorised to take out a convertible loan to enable the company to make use of such financial instruments at short notice as part of its overall financing capability.
The board proposes that the authorisation apply to a loan amounting in total to NOK 2,000,000,000. The capital increase deriving from conversion may not exceed NOK 2,828,667.50. The board proposes that the authorisation be seen in connection with the authorisation granted under item 13, such that the total number of shares for both authorisations shall not exceed 10 per cent of the total number of shares in the company.
With reference to the above, the board proposes that the AGM pass the following resolution:
I. Pursuant to Section 11-8 of the Public Limited Companies Act, the board is authorised to take out a convertible loan with a total principal of up to NOK 2,000,000,000.
*****
The invitation to attend the AGM and all attachments are also available from the company's website.
Shareholders who wish to attend the AGM are requested to send in the attached attendance form to the company's business manager no later than 17 noon on Thursday, 1 June 2017. Notice of attendance may also be sent electronically via the company's website from 16 May.
Shareholders who do not wish to attend the AGM in person are entitled to be represented by a proxy. In that case a written, dated power of attorney must be presented. Shareholders are requested to send their power of attorney to the company's business manager no later than 17 noon on Thursday, 1 June 2017. Attached is a proxy form, which may also be used to appoint the Board Chair or such person as he may nominate, as proxy.
Shareholders who do not attend the AGM in person may vote in advance of the AGM. Shareholders wishing to vote in advance, must use the advance voting form, which must be sent to the company's business manager no later than 17 noon on Thursday, 1 June 2017.
SalMar ASA has a share capital of NOK 28,324,999.75 divided between 113,299,999 shares, each having a face value of NOK 0.25. Each share entitles the holder to one vote at the company's general meetings. As at the date of this notice the company held 984,368 treasury shares.
Shareholders have the following rights with respect to the AGM:
Further details relating to these rights are available from the company's website www.salmar.no.
Trondheim, 16 May 2017, for the Board of Directors of SalMar ASA
Bjørn Flatgård, Chair
Attendance and proxy authorisation forms, including pre-printed name and reference number, are sent by post to shareholders along with the invitation to attend the AGM and other attachments.
Shareholder: Reference no: PIN code:
If you would like to attend the annual general meeting, please return this form to Nordea Bank Norge ASA, Issuer Services, PO Box 1166 Sentrum, 0107 Oslo, Norway. Fax: +47 22 36 97 03. Email: [email protected]. You can also register your intention to attend at www.salmar.no from 16 May. Notification of attendance must be in Nordea's hands no later than 17 noon on Thursday, 1 June 2017.
I/we the undersigned shareholder(s) will attend the annual general meeting of SalMar ASA, to be held at 1 pm on Tuesday, 6 June 2017 at the company's head office in Frøya (7266 Kverva).
vote for my/our shares.
vote for shares in accordance with the attached authorisation(s)
Date & Place Name (block letters) Shareholder's signature (if attending in person)
_______________________ _________________________ __________________________
Shareholder: Reference no:
If you yourself are unable to attend the AGM, this authorisation may be used by the person you elect to represent you. The authorisation must be in the hands of Nordea Bank Norge ASA no later than 17 noon on Thursday, 1 June 2017. You may also register your intentions online at www.salmar.no by the same deadline, starting on 16 May.
Nordea Bank Norge ASA, Issuer Services, Postboks 1166 Sentrum, 0107 Oslo. Fax:+47 2236 9703. Email: [email protected].
I/we the undersigned shareholder(s) of SalMar ASA do hereby authorise:
Board Chair: Bjørn Flatgård
Other (name)………………………………………………….
to attend SalMar ASA's AGM on Tuesday, 6 June 2017, and vote on behalf of my/our shares.
______________________ ___________ __________________________________
Place Date Shareholder's signature (To be signed only when authorising a proxy)
This form must be used if you wish to issue your proxy with voting instructions. The items listed in the proxy instructions below reflect the items specified on the AGM's agenda. You may send this proxy authorisation with voting instructions to your designated proxy. Alternatively, you may send the proxy authorisation without inserting the name of your proxy, in which case the proxy is deemed to have been granted to the Board Chair or such person as he may nominate.
The proxy authorisation must be sent by post or fax to Nordea Bank Norge ASA, Issuer Services, PO Box 1166 Sentrum, 0107 Oslo, Norway. Fax:+47 2236 9703. Email: [email protected]. From 16 May until the deadline specified below, registration may be made via www.salmar.no.
The proxy authorisation must be in Nordea's hands no later than 17 noon on Thursday, 1 June 2017.
I/we the undersigned do hereby authorise (check the appropriate box)
Board Chair Bjørn Flatgård
__________________________ (Proxy's name in block letters)
to attend the AGM on 6 June 2017 and vote on behalf of my/our shares.
The designated proxy shall vote in accordance with the instructions given below. Note that any unchecked agenda item, will be considered an instruction to vote "for" the proposal as stipulated in the invitation. The above notwithstanding, the proxy may determine how to vote to the extent that proposals are tabled in addition to or in replacement of the proposals stipulated in the invitation.
| Agenda AGM 2017 | For | Against | Abstain | |
|---|---|---|---|---|
| 1 | Election of AGM chair and one person to co-sign the minutes | |||
| 2 | Approval of invitation to attend the AGM and the proposed agenda | |||
| 3 | Presentation of the business | N/A | N/A | N/A |
| 4 | Approval of the financial statements and annual report for 2016 for SalMar ASA and the SalMar Group |
|||
| 5 | Approval of the remuneration payable to the members of the Board of Directors, Nomination Committee and Audit Committee |
|||
| 6 | Approval of the auditor's fees | |||
| 7 | The board's statement relating to corporate governance | |||
| 8 | Share-based incentive scheme for employees | |||
| 9 | Consultative vote on the board's guidelines for remuneration and other benefits payable to senior executives |
|||
| 10 | The board's statement relating to remuneration and other benefits payable to senior executives |
|||
| 11 | Election of directors | |||
| Election of Atle Eide | ||||
| Election of Helge Moen | ||||
| Election of Therese Log Bergjord | ||||
| Election of Margrethe Hauge | ||||
| 12 | Election of Nomination Committee members | |||
| Election of Bjørn Wiggen | ||||
| Re-election of Anne Kathrine Slungård | ||||
| 13 | Resolution authorising the board to raise the company's share capital | |||
| 14 | Resolution authorising the board to buy back the company's own shares | |||
| 15 | Resolution authorising the board to take out a convertible loan |
_____________________ _____________ ______________________________
If the person signing is doing so in accordance with a power of attorney, documentation in the form of a company certificate or authorisation must be attached.
If voting instructions have been given, the following applies:
If you are not attending the AGM in person, you can cast your vote in advance. This form must be used if you wish to vote in advance. The items listed in the form below reflect the items specified on the AGM's agenda.
The proxy authorisation must be sent by post or fax to Nordea Bank Norge ASA, Issuer Services, PO Box 1166 Sentrum, 0107 Oslo, Norway. Fax: :+47 2236 9703. Email: [email protected]. Shareholders may also cast their votes in advance via www.salmar.no.
The advance voting form must be registered with Nordea no later than 17 noon on Thursday, 1 June 2017.
The votes will be cast in accordance with the instructions given below. Note that any unchecked agenda item, will be considered an instruction to vote "for" the proposal as stipulated in the invitation.
| Agenda AGM 2017 | For | Against | Abstain | |
|---|---|---|---|---|
| 1 | Election of AGM chair and one person to co-sign the minutes | |||
| 2 | Approval of invitation to attend the AGM and the proposed agenda | |||
| 3 | Presentation of the business | N/A | N/A | N/A |
| 4 | Approval of the financial statements and annual report for 2016 for SalMar ASA and the SalMar Group |
|||
| 5 | Approval of the remuneration payable to the members of the Board of Directors, Nomination Committee and Audit Committee |
|||
| 6 | Approval of the auditor's fees | |||
| 7 | The board's statement relating to corporate governance | |||
| 8 | Share-based incentive scheme for employees | |||
| 9 | Consultative vote on the board's guidelines for remuneration and other benefits payable to senior executives |
|||
| 10 | The board's statement relating to remuneration and other benefits payable to senior executives |
|||
| 11 | Election of directors | |||
| Election of Atle Eide | ||||
| Election of Helge Moen | ||||
| Election of Therese Log Bergjord | ||||
| Election of Margrethe Hauge | ||||
| 12 | Election of Nomination Committee members | |||
| Election of Bjørn Wiggen | ||||
| Re-election of Anne Kathrine Slungård | ||||
| 13 | Resolution authorising the board to raise the company's share capital | |||
| 14 | Resolution authorising the board to buy back the company's own shares | |||
| 15 | Resolution authorising the board to take out a convertible loan |
On behalf of my shares, I, the undersigned, do hereby cast my votes in advance of SalMar ASA's AGM on 6 June 2017.
Attachment 2 – Statement and guidelines for the determination of remuneration and other benefits
Pursuant to section 6-16a of the Public Limited Companies Act, the board of directors of SalMar ASA (the Company) has issued the following statement containing guidelines for the determination of salary and other benefits payable to the Company's CEO and other senior executives (collectively termed "senior executives") in the 2017 financial year. The statement was approved by the board of directors of SalMar ASA on 20 April 2017. In accordance with the provisions of sections 6-16a and 5-6(3), the guidelines will be submitted to SalMar ASA's Annual General Meeting (AGM) on 6 June 2017 for a consultative vote, with the exception of clause 3 "Share-based incentive schemes", which will be submitted to the AGM for approval.
The guidelines in clause 3 "Share-based incentive schemes" are binding on the board. The remaining guidelines are not binding, though any deviations therefrom must be decided by the board. In the event of any such decision, the reason for deviating from the guidelines must be noted in the board meeting's minutes.
The board of directors determines the salary and other benefits payable to the CEO. The CEO determines the salary and other benefits payable to other senior executives. The board shall exercise general oversight of the remuneration paid to other senior executives, and may issue more specific guidelines for the remuneration of other senior executives in addition to those presented below. If the CEO wishes to offer remuneration to senior executives that exceeds such more specific guidelines, a proposal therefor shall be submitted to the board of directors for approval.
The Company's senior executive remuneration policy is based on the following main principles:
On the basis of these main principles, the board has drawn up the following remuneration structure for the company's senior executives:
Basic salary is the main element in the executive's compensation package. Basic salary shall correspond to the going rate in the market, and shall reflect the individual position's duties and level of responsibility.
SalMar has a bonus scheme for group management that is determined by the board of directors. The board carries out an annual assessment of the scheme and determines the bonus criteria for the coming year. Variable salary increments under the scheme may not exceed 33% of the individual executive's basic salary. Within this framework, individual bonuses are determined on the basis of an overall assessment of contribution, performance, development and results achieved.
SalMar has a share-based incentive scheme for senior executives in the Group. The first such programme was approved by the AGM on 4 June 2014. The programme encompasses incumbents of senior positions and key individuals within the Group. The programme entitles the employee to receive shares free of charge. This entitlement accrues over a three-year period. The individual employee may be awarded share entitlements worth the equivalent of 6 months' salary. Accrual of 2/3 of the entitlements depends on the achievement of predefined performance criteria. The value of the shares released under the various programmes in an individual year may not exceed one full year's salary.
The intention is that the incentive scheme shall be continued with the establishment of annual programmes. The board will adjust these annual programmes as it deems necessary, and each individual programme will be submitted to the AGM for approval. A total of three programmes are in effect in 2017.
Members of group management participate in the Group's general pension scheme. The scheme is a defined contribution plan and lies within the framework stipulated in the Mandatory Occupational Pensions Act.
In principle, senior executives must serve a 6-month period of notice. In selected cases, and depending on the position, severance pay of 6 to 12 months may be paid.
The Company shall not offer benefits-in-kind over and above these which are normal for senior executives in comparable companies.
In addition to that stipulated above, the Company may not offer senior executives any variable elements in the remuneration they receive or special benefits that supplement their basic salary.
The Company's senior executive remuneration policy for the 2016 financial year has been carried out in accordance with the statement for 2016 adopted by the AGM on 7 June 2016.
SalMar ASA's Nomination Committee comprises:
Since the 2016 AGM, the Nomination Committee has held six meetings.
In connection with SalMar ASA's AGM to be held on 6 June 2017, the Nomination Committee tables the following unanimous recommendation:
| June 2017 – June 2018 | |
|---|---|
| Board Chair | NOK 400.000 |
| Board member (shareholder elected) | NOK 215.000 |
| Board member (employee elected) | NOK 107.500 (50 per cent) |
| Audit Committee (chair) | NOK 60.000 |
| Audit Committee (member) | NOK 45.000 |
| Nomination Committee (chair/member) | NOK 25.000 |
Trondheim 16 May 2017
Helge Moen, Chair of the Nomination Committee (sign).
Born; 060257
University of Agder and Norwegian School of Management Part time - BI, School of Economics
Numerous high level international management courses, within marketing, globalization, marketing, finance and M&A over the years
2007- active HitecVision, Senior Partner
Responsible for turnaround process and creating a global leader in salmon fish farming.
Restructuring PanFish from bankruptcy to a profitable company. Building, through a number of major transactions, the largest integrated aquaculture company in the world. Became one of the ten most valuable companies at the Oslo Stock Exchange
Became the world's largest independent agriculture equipment manufacturer (nontractor) through extensive M&A.
Building Norway's, at the time, largest aquaculture company. Continued as board member until sale to Nutreco in 2000. Numerous r acquisitions in Norway and UK. Valuable exit for Norsk Hydro
CEO/ Managing Director Skretting Fish Feed Nordic
Global Marketing Director
Deputy CEO Eikmaskin Group
Sales and Marketing Director, Eikmaskin Group
Various positions in sales, marketing, product management;
Chairman Norway Royal Salmon Chairman Patogen AS (Fish Health) Chairman HitecVision First PE Fund
Board Member Hydro Seafood Board member Salmar Board member Alsaker Fjordbruk Board member Statkorn Holding (later Cermaq)
Board member Fokus Bank Main Board Board member Egersund Fisk
Kverva AS
| 1997-2000 | SpareBank 1 Midt Norge Kapitalmarked – Research (field oil service, consumer products) and Corporate Finance |
|---|---|
| 2000-2001 | SpareBank 1 MN Kapitalmarked acquired by First Securities. Head of department Midt-Norge while working at the Corporate Finance Department in Oslo, mainly within the seafood sector. |
| 2001-2006 | Research First Securities. Sectors Seafood, Banking and Insurance |
| 2006-2007 | Portfolio Manager Centra Klaveness. Mandate Nordic equities. |
| 2007-DD | Managing director Kverva / Kverva Management. |
| Board member | Pelagia AS, Allegro AS, Norsildmel AS, Patogen AS, Kvefi AS, Salmus AS |
|---|---|
| Chairman election committee | SalMar ASA |
| Previous positions | Chairman Steinsvik Group AS and Inaq AS, board member Pharmaq AS, Hitramat AS, Grøntvedt Pelagic AS, member of election commitee Bakkafrost ASA |
| 2003 | : | BI Stavanger. Master of Management program | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1986-1989 | : | University of Stavanger. | Economics and Business Administration - and | |||||||
| entrepreneurship |
| 2016 - : | Compass Group - Nordics Managing Director. Food and support services in Norway, Denmark, Sweden and Finland |
|---|---|
| 2013-2016: | Compass Group – Managing Director Norway. Eurest AS and ESS Support Services AS. Food and support services in Norway onshore and offshore. |
| 2009-2013: | Compass Group – Managing Director Offshore. ESS Support Services AS (ESS). Food and support services offshore. |
| 2007-2009: | Skretting AS. Fish Feed producer. Sales director Norway and Global. |
| 2003-2007: | Pan Fish ASA (later Marine Harvest) Finance Director and Commercial Director. |
| 1989-2003: | ConocoPhillips. Oil and Gas Company. Different leading roles within Treasury and Commercial. |
Current:
Board Member; Norwegian Oil and Gas Association Vice President of Confederation of Norwegian Enterprises (NHO) Board Member: Sparebank1 SR Bank ASA
Previous:
Board Member Norwegian Seafood Export Council, Gladmat AS, NOFIMA AS, Noreco ASA, Øglænd Industrier AS, Næringsforeningen i Stavanger Regionen
1999-2000 AFF Solstrand Program for young Executives
1991-1996 University of Mannheim, Germany – Masters of Science in Business Administration
Previous Board positions Bjørge ASA, AFF Stiftelsen, AFF Konsulent AS, Codfarmers ASA, Helse Stavanger Helseforetak
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