AGM Information • Apr 11, 2014
AGM Information
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Stavanger, 11th April 2014
The Board of Directors ("Board") proposes the following agenda for the AGM:
The AGM shall elect an independent chairman to chair the AGM. The chairman of the AGM will then propose a person to be elected to co-sign the minutes of the AGM.
The Board proposes that the AGM approves and resolves the annual accounts and the annual report for Badger Explorer ASA and the Badger Explorer Group for the fiscal year 2013.
The annual accounts and annual report for the fiscal year 2013 with all enclosures are attached to this notice.
In accordance with the Public Limited Liability Companies Act §6-16a, the Board has prepared a statement regarding the determination of salaries and other remuneration for the Company's management for the fiscal year 2014.
The Board proposes that the attached statement is approved and resolved by the AGM.
According to chapter 7 of the Norwegian Code of Practice for Corporate Governance and chapters 8 and 12 of the Company's Corporate Governance Policy, it is the Nomination Committee's duty to propose the fees to be paid to the Company's Board of Directors.
It is proposed that the AGM approves a policy for Board members' yearly remuneration for the coming years as follows:
| Chairman of the Board | NOK 300,000 per year |
|---|---|
| Board members | NOK 150,000 per year |
| Comprehensive Committee Responsibility | NOK 50,000 per year per member |
The remuneration to the Chairman of the Board includes work on the Audit Committee.
If a Board member resigns during the term he/she was elected to the Board, the respective Board member's remuneration will be calculated on pro rata basis.
According to chapter 7 of the Norwegian Code of Practice for Corporate Governance and chapters 8 and 12 of the Company's Corporate Governance Policy it is the Nomination Committee's duty to propose the fees to be paid to the Company's Board of Directors.
It is proposed that the General Meeting approves the Board's remuneration for the financial year 2013 amounting to NOK 770,000 NOK, divided among the Board members as follows:
| Name | Ordinary Remuneration |
Audit Committee |
Total Remuneration |
|---|---|---|---|
| Marcus Hansson | NOK 300,000 | Included | NOK 300,000 |
| Hilde Christiansen | NOK 120,000 | NOK 120,000 | |
| Tone Kvåle | NOK 150,000 | NOK 50,000 | NOK 200,000 |
| David Ottesen | NOK 150,000 | NOK 150,000 | |
| Total | NOK 720,000 | NOK 50,000 | NOK 770,000 |
The Nomination Committee proposes that the AGM approves the remuneration of the members of the Nomination Committee amounting to NOK 45,000 divided among the members of the Nomination Committee as follows:
| Total Remuneration |
|---|
The Company's CEO will present the account of the fees proposed by the Company's auditor Ernst & Young for the work carried out during the fiscal year 2013, in total NOK 1,202,750, divided into NOK 330,000 for standard audit work, NOK 40,900 for assurance services and NOK 831,850 for other assistance.
The Board proposes that the fees are approved by the AGM.
The Board proposes that Ernst & Young is re-elected as the Company's auditor.
Currently the Board of Directors consists of the following members:
Badger Explorer ASA's Nomination Committee nominates the following as members of the Board of Directors to be elected by the AGM:
The Nomination Committee's recommendations are attached to this notice including information on the above proposed candidates.
If the candidates proposed by the Nomination Committee are elected by the AGM, the Board of Directors of Badger Explorer ASA will have the following members:
• Marcus Hansson (Chairman), re-elected until AGM in 2016
For reaching the Company's goal of commercializing the Badger Explorer the Board proposes to use competence provided by close associates. It is suggested that the General Meeting provides the Board with a proxy to enter into such agreements for the period as of 5th May 2014. The authorisation shall be valid until the next Annual General Meeting to be held in 2015 but in no event longer than until 30th June 2015. The remuneration is limited to NOK 1,500 per hour. The total remuneration for such agreements shall not exceed the amount of NOK 250,000 for the time period set above. Time schedule and detailed specifications of duties shall be approved by the Company's Board of Directors. The chosen close associates have networks and expertise available that can be of interest to be used for assignments that exceed the scope of work for ordinary tasks of Board members.
According to §6 of the Articles of Association, BXPL's Nomination Committee shall consist of two to three members. The current Nomination Committee consists of:
The Committee proposes to the AGM that the Committee will consist of:
Mr. Rolf E. Ahlqvist (born 1948) is one of the founders of Badger Explorer ASA and he was on the Board of the Company from 2003 until 2011, primarily as chairman. Mr. Ahlqvist is the former CEO of Scana Group.
Mr. Richard Urbanski, (born 1955), has been a major shareholder with Badger Explorer ASA since 2007.
Mr. Knut Åm (born 1944) and former CEO of ConocoPhilips Norway has been on the Company's Board from 2003 until 2011, one year as the chairman.
If the proposed candidates are elected by the General Meeting on 5th May 2014, the Nomination Committee of Badger Explorer ASA will have the following composition:
• Knut Åm, re-elected until AGM in 2016.
Shareholders have a right to propose the candicates. A major shareholder proposes that Mr. Kjell Erik Drevdal and Mr. Hogne Tyssøy become new members of the Nomination Committee.
Mr. Kjell E. Drevdal (born 1957), former CEO of Badger Explorer ASA (2004-2011) and a major shareholder.
Mr. Hogne Tyssøy (born 1962), is EVP portfolio manager at Holberg Fondene. Holberg Fondene has been a major shareholder of Badger Explorer ASA since 2007.
The Board currently holds two authorisations to increase the share capital of the Company:
The Board proposes that the AGM re-approves the "Board authorisation I – Share incentive scheme" and the "Board authorisation II – Further capitalisation". Both authorisations shall be given for a period lasting no longer than until the next Annual General Meeting to be held in 2015, but in no event longer than until 30th June 2015. The shareholders' pre-emptive rights are proposed exempted. The reason for the pre-emptive rights to be exempted is that the Company wishes to be able to (i) use share issues in conjunction with the implementation of share incentive schemes for its employees etc. and (ii) issue shares towards certain specifically chosen institutional investors or others if required or desired in conjunction with the Company's expansion, development and/or strategic acquisitions.
Thus the Board proposes that the AGM passes the following resolutions:
2) The authorisation shall be valid until the next Annual General Meeting to be held in 2015 but in no event longer than until 30th June 2015.
3) The shareholders' preferential rights to subscribe for shares in accordance with the Public Limited Liability Companies Act §10-4 may be waived.
Please find enclosed to this notice the following attachments:
• The Board's remuneration policy – guidelines for 2014.
If you wish to attend the AGM, we ask you to return the enclosed notice of attendance. Shareholders that won't take part in the AGM may be represented by proxy, in which case a written proxy form must be duly completed, dated and signed using the attached proxy form. Please submit your notice of attendance/proxy form as soon as possible, but no later than 12:00 CET on 2nd May 2014 to:
Badger Explorer ASA, attn/Gunnar Dolven, P.O. Box 147, 4065 Stavanger, Norway
Fax: +47 52 97 45 01 - E-mail: [email protected] - Tel: +47 52 97 45 40
If you wish to have the notice and its attachments sent to you free of charge, please contact Badger Explorer ASA (e-mail: [email protected] or office: +47 52 97 45 00).
Badger Explorer ASA is a public limited company subject to the rules of the Public Limited Liability Companies Act. As of the date of this notice the Company has issued 18,537,288 shares and each share carries one vote. The shares have equal rights. As of the date of this notice, the Company does not hold any treasury shares.
A shareholder has the right to add matters to the agenda of the General Meeting. In accordance with the Public Limited Liability Companies Act § 5-14 (1) the AGM can only deal with issues that have been included in the notice. Questions submitted after the closing date will not be addressed.
In line with the Public Limited Liability Companies Act §5-14 (2) the following matters may still be addressed at the meeting:
A shareholder has the right to request that Board members and the Chief Executive Officer disclose all available information with regard to matters that may affect the deliberation of
This notice and its appendices are available on the Company's website (www.bxpl.com - Investor Relations – General Meetings).
On behalf of the Board of Directors of Badger Explorer ASA
Attachment 1
Shareholders who wish to attend the Annual General Meeting in Badger Explorer ASA on 5th May 2014 at 10:00 CET are asked to fill out and return this notice of attendance to:
Badger Explorer ASA, attn/Gunnar Dolven, P.O. Box 147, 4065 Stavanger, Norway
Fax: +47 52 97 45 01 - E-mail: [email protected] - Tel: +47 52 97 45 40
The notice shall be returned latest by 2nd May 2014 at 12:00 CET.
The undersigned, owning ___________________ shares in Badger Explorer ASA wishes to attend the Company's Annual General Meeting on 5th May 2014 at 10:00 CET. The undersigned will also represent the below mentioned shareholder/shareholders pursuant to the enclosed or separately submitted proxy/proxies.
Shareholder's name/names Number of shares
Shareholder's signature Name in block capitals
Date and place
1002-07-IAA-0009 rev. 01 9 of 12
If a shareholder of Badger Explorer ASA will not personally take part in the Company's Annual General Meeting on 5th May 2014 at 10:00 CET, the shareholder may attend the AGM by proxy. The shareholder is asked to fill out the proxy form below and return it at the latest on 2nd May 2014 at 12:00 CET to
Badger Explorer ASA, attn/Gunnar Dolven, P.O. Box 147, 4065 Stavanger, Norway
Fax: +47 52 97 45 01 - E-mail: [email protected] - Tel: +47 52 97 45 40
The undersigned, owning ___________________ shares in Badger Explorer ASA gives hereby (please check off):
□ Marcus Hansson, chairman of the Board of Directors, or the person he authorizes or
□
Name of the representative in block capitals
authority to represent the undersigned at the Annual General Meeting in Badger Explorer ASA on 5th May 2014 at 10:00 CET.
In case the proxy was sent without naming the representative, the proxy will be considered to be given to Marcus Hansson.
| Matter | In favour |
Against | Withhold | Representative decides |
|---|---|---|---|---|
| Election of the chairman of the AGM | ||||
| Election of a person to co-sign the minutes of the AGM with the | ||||
| chairman of the AGM | ||||
| Approval of the notice and agenda of the AGM | ||||
| Approval of the annual accounts and Annual Report for Badger | ||||
| Explorer ASA and the Badger Explorer Group for the fiscal year | ||||
| 2013 | ||||
| The Board's remuneration policy – guidelines for 2014 | ||||
| Determination of remuneration to the Board of Directors | ||||
| Determination of remuneration to the Nomination Committee | ||||
| Determination of compensation to the auditor | ||||
| Election of Auditor | ||||
| Election of members of the Board of Directors | ||||
| □ Marcus Hansson (Chairman) |
||||
| □ Birte Noer Borrevik |
||||
| □ Bjørge Gretland |
||||
| Agreements with close associates | ||||
| Election of member of the Nomination Committee (please choose | ||||
| maximum three candidates) | ||||
| A. The Nomination Committee's proposal: |
||||
| □ Rolf E. Ahlqvist |
||||
| □ Richard Urbanski |
||||
| □ Knut Åm |
||||
| B. The |
shareholders proposal: | ||
|---|---|---|---|
| □ | Kjell Erik Drevdal | ||
| □ | Hogne Tyssøy | ||
| □ | Richard Urbanski | ||
| Board authorisations to increase the share capital | |||
| □ | Board authorization I – Share incentive scheme | ||
| □ | Board authorization II – Further capitalisation |
The voting by the representative shall happen according to the above given instructions. The Company does not take on any responsibility to verify that the proxy holder votes in accordance with the instructions. Note that if accurate instructions are not given in the voting form above, it will be regarded as an instruction to vote "in favour" for the specific proposal. In the event that a proposal will be submitted in addition or as a replacement for proposals in the notice, it is the representative that decides.
Shareholder's signature Name in block capitals
Date and Place
To the Annual General Meeting of Badger Explorer ASA
Reference is made to the Notice of the Annual General Meeting ("AGM") of Badger Explorer ASA ("BXPL", "Company"). The AGM will be held on Wednesday, 5th May 2014 at 10.00 CET.
According to §6 of Badger Explorer ASA's Articles of Association a Nomination Committee with up to three members shall be elected by the AGM. As a listed company, BXPL is also subject to the corporate governance requirements set out in the Norwegian Code of Practice for Corporate Governance. BXPL comply with the Norwegian Code of Practice for Corporate Governance. Any deviations from it are explained in the Company's Corporate Governance Policy (as approved by the Board of Directors on 12th February 2014).
During the fiscal year 2013, the Nomination Committee held 4 meetings. Representatives of the Nomination Committee have also received feedback and input directly and indirectly from various shareholders of Badger Explorer ASA and performed interviews with key personnel.
As required by the Norwegian Code of Practice for Corporate Governance in chapter 10, the Board of Directors has carried out an evaluation of its own performance and expertise including an evaluation of the composition of the Board and its function, both individually and as a group in relation to the Company's objectives. The content has been made available to the Nomination Committee.
Pursuant to §5 of the Articles of Association, BXPL's Board of Directors shall consist of four to eight members. The present Board of Directors in Badger Explorer ASA is composed of the following members:
One of the main duties of the Nomination Committee is to propose candidates for election to the Board of Directors, including a justification of the recommendation.
Badger Explorer ASA's Nomination Committee has had several interviews with potential candidates, and the Committee proposes the following candidates to be elected by the AGM as new Board members:
The Nomination Committee concludes that the proposed candidates possess relevant experience with strengthened competence and network within the oil and gas industry. Together with members having experience within financing and accounting, technology, business development, and management, the nominated Board of Directors compose a strong team and have in-depth experience from the oil and gas industry. Their experience will be of importance for the further development of the Company.
If the candidates proposed by the Nomination Committee are elected by the AGM on 5th May 2014, the Board of Directors of Badger Explorer ASA will have the following composition:
Mr. Hansson has extensive experience from the financial services sector as a Portfolio Manager and former Stockbroker within Hedge Fund Sales. Currently, Mr. Hansson works as a business developer and London based investor. Previously, Mr. Hansson held a position as Portfolio Manager within the Proprietary Trading Department at Credit Suisse Europe LTD in London investing money for the Arbitrage Strategies group. For more than 10 years Mr. Hansson has also worked as a Stockbroker and Hedge Fund Sales for Carnegie Investment Bank and SEB Enskilda focusing on Long/Short strategies, Special Situations and Risk Arbitrage. Mr. Hansson holds a M.Sc. in Business Administration and Economics from the University of Stockholm.
Mr. Hansson resides in London, UK.
Dr. Bjørge Gretland is the managing director of Convexa – a Norwegian based venture capital company. Mr. Gretland holds a Master of Economics and a Dr. Oceon (PhD) within strategy and finance from the Norwegian School of Economics and Business Administration (NHH). He was a Research Scholar at Stanford University 1989-1991 and has broad experience from venture capital, Mergers & Acquisitions and capital markets. Mr. Gretland is board director of several Norwegian and International growth companies.
Mr. Gretland has worked as a venture capitalist over the past 15 years and has been an active investor assisting entrepreneurs and their teams during the development of their young companies. Convexa assists with know-how to go international, operational efficiency, network expansion, strategic planning and financial capabilities (take companies public, strategic sales, Merges & Acquisitions etc).
Mr. Gretland resides in Oslo, Norway.
Birte Borrevik is at present the HSE & Operations manager at Explora Petroleum AS, Stavanger. She held a VP position within projects and technology at NORECO 2006-2011 and she had senior technical and management positions with BP (Amoco) 1993-2006. Ms. Borrevik was employed at Statoil within drilling operations 1980-1993. Ms. Borrevik holds a BSc degree (1980) from the University of Stavanger.
Mr. Borrevik resides in Stavanger, Norway.
According to §6 of the Articles of Association, BXPL's Nomination Committee shall consist of two to three members. The current Nomination Committee consists of:
The Committee proposes to the AGM that the Committee will consist of:
Mr. Rolf E. Ahlqvist (born 1948) is one of the founders of Badger Explorer ASA and he was on the Board of the Company from 2003 until 2011, primarily as chairman. Mr. Ahlqvist is the former CEO of Scana Group.
Mr. Richard Urbanski (born 1955), has been a major shareholder with Badger Explorer ASA since 2007.
Mr. Knut Åm (born 1944) and former CEO of ConocoPhilips Norway has been on the Company's Board from 2003 until 2011, one year as the chairman.
If the proposed candidates are elected by the AGM on 5th May 2014, the Nomination Committee of Badger Explorer ASA will have the following composition:
According to chapter 7 of the Norwegian Code of Practice for Corporate Governance and chapters 8 and 12 of the Company's Corporate Governance Policy, it is the Nomination Committee's duty to propose the fees to be paid to the Company's Board of Directors.
It is proposed that the AGM approves a policy on Board members' yearly remuneration for the coming year as follows:
| Chairman | NOK 300,000 per year |
|---|---|
| Board members | NOK 150,000 per year |
| Comprehensive Committee Responsibility | NOK 50,000 per year per member |
The remuneration to the Chairman of the Board includes work on the Audit Committee.
If a Board member resigns during the term he/she was elected to the Board, the respective Board member's remuneration will be calculated on pro rata basis.
According to chapter 7 of the Norwegian Code of Practice for Corporate Governance and chapters 8 and 12 of the Company's Corporate Governance Policy it is the Nomination Committee's duty to propose the fees to be paid to the Company's Board of Directors.
It is proposed that the AGM approves the Board's remuneration for the financial year 2013 amounting to NOK 770,000 NOK, divided among the Board members as follows:
| Total | NOK 720,000 | NOK 50,000 | NOK 770,000 |
|---|---|---|---|
| David Ottesen | NOK 150,000 | NOK 150,000 | |
| Tone Kvåle | NOK 150,000 | NOK 50,000 | NOK 200,000 |
| Hilde Christiansen | NOK 120,000 | NOK 120,000 | |
| Marcus Hansson | NOK 300,000 | Included | NOK 300,000 |
| Name | Ordinary Remuneration | Audit Committee | Total Remuneration |
It is proposed that the AGM approves the Nomination Committee's remuneration for the financial year 2013 amounting to NOK 45,000 NOK, divided among the members as follows:
| Name | Position | Total Remuneration |
|---|---|---|
| Rolf E. Ahlqvist | Chairman of the Committee | NOK 25,000 |
| Bjørge Gretland | Member | NOK 10,000 |
| Knut Åm | Member | NOK 10,000 |
| Total | NOK 45,000 |
The above listed amounts of remuneration for each member of the Board of Directors and the Nomination Committee reflect their responsibilities, expertise, committed time and workload and are on a comparable level with companies of similar size within the oil industry.
Finally, the existing Nomination Committee would like to thank the AGM for 6 exciting years of the Committee's work and commitment to Badger Explorer ASA.
With kind regards,
On behalf of the Nomination Committee
Rolf E. Ahlqvist
www.bxpl.com
The main principle of the Company's remuneration policy for the BXPL's Management is to offer competitive terms in an overall perspective taking into account salary, payments in kind, bonuses, pension plans and other benefits, to retain key staff.
Determination of salaries and additional benefits of the Company's Management for the fiscal year 2013 was based on the remuneration guidelines approved by the Annual General Meeting on 17th April 2013. Management salaries and benefits for 2014 will be based on the principles noted below.
The fixed salary for each member of the Management shall be competitive and based on the individual's experience, responsibilities as well as the results achieved during the previous year. Salaries as well as other benefits shall be reviewed annually, and adjusted as appropriate.
In addition to their base salary, the Company's Management may be granted additional remuneration in the form of a bonus. If a bonus scheme is implemented in 2014, the assessment criteria will be based on both the Company's performance and the individual's performance. The targets to be reached by the CEO are to be determined by the Company's Board of Directors. The CEO will set relevant targets for the other members of the Management, based on principles defined by BXPL's Board of Directors.
The Company's Management will receive payment in kind such as cell phone expenses and payment of IT and telecommunication expenses.
In February 2014 a new share option program for all BXPL employees was implemented. The current Management has been allocated 48,000 share options. Each option entitles the option holder to purchase one share at a strike price of NOK 7.51. If, on the exercise day, the market price of the BXPL shares exceeds NOK 50, the exercise price shall be increased by an amount equivalent to 8% of the market price less NOK 50. The options granted will be vested in tranches and can be exercised at the earliest 12 months subsequent to the date of grant and thereafter at up to 2 occasions during each calendar year, between three and 10 days after publications of the Company's Q1 and Q3 quarterly results. CEO Steinar Bakke has been granted 370,000 share options at a strike price of NOK 6.50. 185,000 shares options will vest on the date of the publication of BXPL's Q4 2015 quarterly report. A further 185,000 shares options will vest on the date of the publication of BXPL's Q2 2017 quarterly report. The exercise of fully vested shares options is at the sole discretion of the option holder.
1002-06-RDOC-0017 rev. 01 1 of 2
All members of the Management are included in the Company's occupational pension scheme drawn up by BXPL for all its employees. The pension scheme is a defined contribution scheme and contributions range from 4% to 7% of the employee's salary - maximized to a percentage of 12G. The retirement age for all employees, including the Management, is 67 years.
The Board of Directors of Badger Explorer ASA has prepared this statement in accordance with the Public Limited Liability Companies Act §6-16a and will present it to the Annual General Meeting on 5 th May 2014 for approval.
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