Board/Management Information • Apr 30, 2025
Board/Management Information
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The nomination committee of Zalaris ASA (the "Company") has in connection with the preparation of the recommendations set out herein been in contact with the Company's largest shareholders, seeking their input generally and specifically in respect of the competence required by the Company, the CEO, the chairman and the Company's Board of Directors (the "Board").
The nomination committee has on this basis held several meetings to discuss the composition of the Board and Board member candidates to ensure that its recommendations are representative of the views of the largest shareholders, that the Board has sufficient expertise and experience to handle both its routine operational responsibilities and the strategic challenges and opportunities that the Company faces, that the composition of the Board is balanced, both with respect to age and gender, that the Board as a whole is sufficiently representative of the Company's shareholders and that the candidates are sufficiently independent of the Company's executive management and, in light of their other roles and responsibilities, have sufficient time available to carry out their duties as a member of the Board, in accordance with the recommendations set out in the Norwegian Code of Practice for Corporate Governance and the Instructions for the Nomination Committee adopted by the Company.
Pursuant to the article 5 of the Company's articles of association, the board of directors of the company shall consist of 3 to 10 board members.
The Board currently consists of 5 members, 5 elected by the shareholders and 0 selected by and among the employees of the Company.
After having made due considerations of the applicable requirements and recommendations regarding the composition of the Board, the Company's need for expertise, independence, continuity, capacity and diversity, as well as the improved development of the business, and the fact that Zalaris announced a strategic review process on the 2nd of April 2024 that still haven't concluded, the nomination committee has unanimously resolved to recommend the following candidates to be reelected to the Board:
All of the proposed Board members are considered by the Nomination Committee to be independent of Zalaris' senior executives, significant business connections and main shareholders.
Provided that the general meeting re-elects the Board members recommended above, the Board will consist of the following shareholder elected members with effect from the general meeting until we see the outcome of the strategic review and or until the next general assembly:
| Candidate | Period: | |
|---|---|---|
| 1 | Adele Bugge Norman Pran | 2025 – 2026 |
| 2 | Liselotte Hägertz Engstam | 2025 – 2026 |
| 3 | Jan Koivurinta | 2025 – 2026 |
| 4 | Kenth Eriksson | 2025 – 2026 |
| 5 | Erik Langaker | 2025 – 2026 |
It is the opinion of the nomination committee that the above composition of the Board will comply with recommendations and requirements pertaining to continuity, independence, professional competence (including qualifications for an Audit Committee) and representation of both genders.
The nomination committee proposes the following remuneration to the Board of directors and to the Audit- and the Remuneration committee:
The nomination committee proposes Bård Brath Ingerø (leader), Nicolay Eger and Sven Thorén to the nomination committee until the general assembly in 2026.
The nomination committee proposes NOK 30.000 to the leader and NOK 25.000 to the member as remuneration.
Bård Brath Ingerø Nicolay Eger Leader Sign.
Sign.
Sven Thorén Sign.
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