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Aker BP — Remuneration Information 2023
Mar 24, 2023
3528_rns_2023-03-24_a8ec3eb7-76d6-4a92-8fa9-ffe81a5a36af.pdf
Remuneration Information
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REMUNERATION REPORT 2022
CONTENTS
2 Context for the remuneration report
- 2 Organizational development and compensation committee
- 3 Remuneration of the board
3 Remuneration of executive personnel
- 3 Fixed pay Salary
- 3 Fixed pay Pension
- 3 Variable pay Bonus
- 4 Variable pay Long-term incentive plan (LTIP)
6 Total remuneration of directors
8 Comparative information on the change of remuneration and company performance
9 Governance
- 9 Review of remuneration report
- 9 Authorisation for the board
1. CONTEXT FOR THE REMUNERATION REPORT
This remuneration report describes the principles for remuneration of the members of the board of directors (the board), the chief executive officer (CEO) and of the members of executive management team (EMT) of Aker BP ASA, and how these principles have resulted in actual remuneration.
The remuneration policy is designed to attract, retain and motivate the board members, the CEO and the EMT at a competitive level. Remuneration is designed to align the interests of the executives with those of the shareholders.
The remuneration report complies with the requirements defined in § 6-16a and 6-16b of the Norwegian Public Limited Companies Act.
ORGANIZATIONAL DEVELOPMENT AND COMPENSATION COMMITTEE
The board has an organizational development and compensation committee (ODCC) consisting of the following three board members:
- Øyvind Eriksen, (Chair)
- Anne Marie Cannon
- Terje Solheim
This committee is established to ensure that remuneration arrangements support the business strategy and enable recruitment, succession planning and leadership development, as well as motivation and retention of senior executives. It must comply with the requirements of regulatory and governance bodies, satisfy the expectations of shareholders and remain consistent with the expectations of the wider employee population. Further, the committee shall ensure that the overall organisational structure is set up to deliver on the company's strategy going forward. In 2022, the committee held eight meetings.
2. REMUNERATION OF THE BOARD
The remuneration of the board members is not performancebased but based on a fixed annual fee. None of the shareholder-elected board members have pension schemes or termination payment agreements with the company. The company does not grant share options to members of the board.
The general meeting determines the remuneration of the board and the sub-committees. The nomination committee proposes the remuneration of the board to the general meeting and ensures that it reflects the responsibility of its members and the time spent on board work. The board must approve any board member's consultancy work for the company and remuneration for such work.
Information about all remuneration paid to individual board members is provided in note 9 to the annual accounts.
3. REMUNERATION OF EXECUTIVE PERSONNEL
The total remuneration consist of a base salary, a pension contribution, an annual bonus based on company performance, and a long-term share-based incentive plan (LTIP). Members of EMT are covered under the same budget, guidelines, and limitations as other onshore personnel in the company.
FIXED PAY – SALARY
Base salary levels are determined considering the nature of the individual role, individual considerations, the market positioning, and remuneration conditions at Aker BP. The base salary is reviewed annually to ensure that it is set at the right level and potential annual percentage increases are aligned with those of employees in general, except in specific circumstances. The CEO base salary is determined by the board. Adjustment of the base salaries for other senior executives is decided by the CEO within the wage settlement framework adopted by the board.
FIXED PAY – PENSION
Pension is based on a defined contribution plan, and is capped at twelve times the National Insurance Scheme basic amount (12G) for all employees including the executive management.
VARIABLE PAY – BONUS
The company's bonus system is designed to promote performance in line with the company's strategy. For 2022, the bonus for all employees, including the CEO and EMT, was determined by the company's performance on a pre-defined set of key performance indicators (KPIs) and company priorities, which are important improvement initiatives or activities with clear deliverables that are critical for the company's future success.
The KPIs and company priorities are each weighted 50 percent when estimating the bonus outcome for 2022. The final bonus outcome, following a formula-based assessment of performance relative to targets is specifically reserved as a matter for the CEO and the ODCC. Accordingly, the committee may exercise its discretion to adjust the outcome upwards or downwards. The CEO had maximum bonus potential corresponding to 100 percent of base salary until 30 June 2022. From 1 July 2022 the CEO's maximum bonus potential was adjusted down to 60 percent, which is the same level as for other members of the EMT. The maximum bonus for employees outside the EMT varies from 10 percent to 30 percent depending on position level.
Normally, the bonus is based on full-year measurement of the same KPIs and company priorities throughout the year. Due to the closing of the Lundin transaction at 30 June 2022, there was a change in the measures at that point in time, and 2022 has thus been split in two in relation to bonus outcome, as reflected in the tables below;
| Key Performance Indicators for Aker BP 2022 | Actual 1H | Actual 2H |
|---|---|---|
| Safety (Serious incident per million hours) | 0.2 | 0.45 |
| Production (mboepd) | 195 | 422 |
| Production cost (USD/boe) | 11.8 | 7,2 |
| Net reserve additions (mmboe) | 13.5 | 563 |
| Relative shareholder return1) | -1.8% | -17.4% |
| CO2 intensity – Equity based (kg/boe) | 4.3 | 3.3 |
| Value creation (change in risked NPV) | -2.5% | N/A |
| People & Organisation – Puls survey KPIs | 3.9 | 78% |
1) Versus Index defined as average of Oslo Energy Index and Stoxx Europe 600 Oil & Gas
Company priorities for the first half of 2022
- Deliver Hod first oil by end of Q1 at planned quality and cost
- Finalise Aker BP barrier management framework and requirements including barrier status panel
- Enable robust economics for small targets and utilise IOR potential around our assets through delivery of low-cost reservoir access project
- Drive an increase in plan stability in the execution window
- Deliver new ways of working initiative as a first step to transform operating efficiency in Aker BP
- Establish and operationalise project portfolio safeguarding in order to mitigate risks, ensure standardisation, capture and document synergies across projects, including regular portfolio outlook reviews by the executive management team
- Establish a prioritised and high-graded hopper of 10-15 (6-8 operated) exploration wells drill ready for the combined company to meet economic hurdles
- Develop plan for and successfully integrate Lundin and Aker BP
Company priorities for the second half of 2022
- Deliver the Kobra East Gekko (KEG) project at planned quality and cost
- Identify and realise 600,000 boe gross through production opimisation, increased production efficiency and well interventions
- Realise value from identified integration synergies
- Revitalise alliance culture and improve allicance agreements and incentive models to balance risk and strengthen value creation
- Deliver valuable energy efficiency projects to reduce environmental footprint by 10,000 tonnes (15,000 tonnes stretch target) per annum
- Deliver walk-to-work project on (normally) unmanned installations
- Deliver Yggdrasil (renamed from NOAKA) sanctioning and PDO with break-even price below USD 30/boe
- Deliver the Fenris (previously named NCP/King Lear) sanctioning and PDO with break-even price below USD 30/boe
- Integrate and deliver the Utsira High project PDO
- Deliver successful "day 1" in Aker BP/Lundin and deliver remaining 2022 integration program
Bonus for the first half was paid in October 2022, and was set to 61% of maximum potential based on the applicable KPI's and priorities. The corresponding figure for the second half was 80%.
VARIABLE PAY - LONG-TERM INCENTIVE PLAN (LTIP)
Previous LTIP paid in 2022
Certain members of the EMT participated in a five-year incentive program started in January 2019, through December 2023, linked to the relative performance of the Aker BP share price versus a benchmark index consisting of the average of the Oslo Energy Index and the Stoxx 600 Europe Oil & Gas index (each weighted 50 percent). The incentive program payment was calculated as a linear function of market outperformance, where an outperformance of 30 percent or more would result in a payment of the maximum cap. The maximum total payment was capped at 200 percent of the executive's annual base salary. The CEO incentive program had the same mechanics and start/end date and was capped at NOK 30 million.
Due to change of control mechanisms, the Lundin Energy transaction triggered payment of the long term incentive plan in Lundin Energy Norway AS. Correspondingly, the board of directors decided to settle Aker BP's five-year incentive program (LTIP) as described above, in order to put in place a new LTIP for the combined company. The market outperformance by the Aker BP share as of Q2 2022 was above 30 percent, and the board of directors decided to pay 90 percent of maximum payment in July 2022 to the CEO and the EMT members participating in the previous LTI scheme. The payment is reflected in the tables in section 4.
New LTIP from 1 July 2022
A new long-term incentive program for the combined company has been developed and is subject to approval of the general meeting in April 2023. The program is designed to incentivise the executive directors to deliver on the long-term business objectives and to maximise alignment with shareholder value creation. The proposed program is an equity settled sharebased payment scheme with a three-year vesting period. Grants will be made under the program on an annual basis for all members of the EMT, starting as of July 2022 when an award of 28 674 shares was made with a vesting date of July 2025 (being the base number of awards before any performance adjustments as described below). The number of awards made corresponds to 20 percent of the employee's base salary divided by the Aker BP share price on the award date. The award includes a three year performance condition at the end of which there will be an assessment of the company's total shareholder return measured against Oslo Energy Index, Stoxx 600 Europe Oil & Gas index and the S&P Commodity Producers Oil & Gas Exploration & Production Index (each weighted 33,3 percent), to reflect the company's business strategy and key ambitions. Based on performance, the number of shares awarded will be adjusted as follows:
| Outperformance of the market indexes | Pay-out of base salary | |||||
|---|---|---|---|---|---|---|
| 30 % or above | 40% | |||||
| 15 % | 30% | |||||
| 0 % | 20% | |||||
| -15 % | 10% | |||||
| Less than -15 % | 0% |
The shares convert to ordinary shares upon vesting, with a subsequent lock-in period for the employee of one year. The LTIP agreements also includes a clawback clause in the event of serious misconduct by an individual.
None of the grants were forfeited as at 31 December 2022.
OTHER TERMS AND BENEFITS
The CEO and members of the EMT have a mutual notice period of six months. For all other employees, the notice period is three months. The chief executive officer and the chief financial officer are entitled to a severance payment equivalent to six months' salary, commencing after the six months' notice period, when the resignation is requested by the company.
Executives receive non-monetary benefits such as electronic equipment, annual health checks and other company-specific general benefit and welfare programs. In addition, executives may participate in customary employee benefit programmes, e.g. employee share programmes.
4. TOTAL REMUNERATION OF DIRECTORS
Remuneration of senior executives in 2022 and 2021* (page 1 of 2)
| FIXED REMUNERATION | VARIABLE REMUNERATION |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| USD (1000) | Salary | Payments in kind |
Other | Bonus** | Extraordinary items |
expense Pension |
remuneration Total |
fixed and variable remuneration Proportion of |
fixed remuneration Proportion of |
variable remuneration Proportion of |
grants awarded*** Number of |
|
| Chief Executive Officer | ||||||||||||
| 2022 | 967 | 49 | 15 | 520 | 2,805 | 23 | 4,378 | 24% / 76% | 24% | 76% | 4,925 | |
| Karl Johnny Hersvik | 2021 | 929 | 121 | 19 | 651 | - | 24 | 1,743 | 63% / 37% | 63% | 37% | - |
| Chief Operating Officer | ||||||||||||
| 2022 | 417 | 2 | - | 184 | 686 | 23 | 1,312 | 34% / 66% | 34% | 66% | 2,125 | |
| Per Harald Kongelf1) | 2021 | 423 | 3 | - | 171 | - | 24 | 622 | 72% / 28% | 72% | 28% | - |
| Chief Financial Officer | ||||||||||||
| 2022 | 390 | 3 | 6 | 178 | 620 | 22 | 1,219 | 35% / 65% | 35% | 65% | 1,921 | |
| David Torvik Tønne | 2021 | 384 | 6 | 3 | 154 | - | 23 | 570 | 73% / 27% | 73% | 27% | - |
| Chief Digital Officer | ||||||||||||
| Paula Doyle2) | 2022 | 182 | 1 | - | 103 | 208 | 11 | 506 | 39% / 61% | 39% | 61% | 2,028 |
| SVP Projects | ||||||||||||
| Knut Arne Kristian | 2022 | 370 | 3 | - | 189 | 601 | 23 | 1,187 | 33% / 67% | 33% | 67% | 1,863 |
| Sandvik | 2021 | 377 | 7 | - | 224 | - | 25 | 633 | 65% / 35% | 65% | 35% | - |
| SVP D&W | ||||||||||||
| 2022 | 367 | 3 | - | 161 | 621 | 23 | 1,173 | 33% / 67% | 33% | 67% | 1,922 | |
| Tommy Sigmundstad | 2021 | 380 | 12 | 7 | 154 | - | 24 | 577 | 73% / 27% | 73% | 27% | - |
| SVP Exploration & Reservoir Development | ||||||||||||
| Evy Glørstad-Clark3) | 2022 | 188 | 1 | 7 | - | - | 6 | 201 | 100% / 0% | 100% | 0% | - |
| 2021 | 392 | 7 | - | 160 | - | 25 | 584 | 73% / 27% | 73% | 27% | - | |
| SVP Exploration & Reservoir Development | ||||||||||||
| Morten Heir4) | 2022 | 261 | 2 | 4 | 98 | - | 23 | 387 | 75% / 25% | 75% | 25% | - |
| SVP Exploration & Reservoir Development | ||||||||||||
| Per Øyvind Seljebotn5) | 2022 | 121 | 1 | - | 110 | - | 8 | 239 | 54% / 46% | 54% | 46% | 1,347 |
| SVP People and Organisation | ||||||||||||
| Brit Tone Bergman6) | 2022 | 257 | 3 | - | 106 | - | 22 | 389 | 73% / 27% | 73% | 27% | - |
| SVP HSSEQ | ||||||||||||
| 2022 | 287 | 2 | - | 136 | 477 | 23 | 925 | 34% / 66% | 34% | 66% | 1,468 | |
| Marit Blaasmo7) | 2021 | 287 | 3 | - | 111 | - | 24 | 425 | 74% / 26% | 74% | 26% | - |
| SVP Strategy and Business Development | ||||||||||||
| Jan Rosnes8) | 2022 | 254 | 3 | 2 | 118 | - | 23 | 400 | 70% / 30% | 70% | 30% | - |
| 2021 | 209 | 4 | - | 49 | - | 24 | 287 | 83% / 17% | 83% | 17% | - | |
| SVP Operations | ||||||||||||
| Georg Olav Vidnes9) | 2022 | 269 | 2 | 6 | 88 | - | 23 | 388 | 77% / 23% | 77% | 23% | 1,398 |
Remuneration of senior executives in 2022 and 2021* (page 2 of 2)
| FIXED REMUNERATION | VARIABLE REMUNERATION |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| USD (1000) | Salary | Payments in kind |
Other | Bonus** | Extraordinary items |
expense Pension |
remuneration Total |
fixed and variable remuneration Proportion of |
fixed remuneration Proportion of |
variable remuneration Proportion of |
grants awarded*** Number of |
|
| SVP Alvheim | ||||||||||||
| 2022 | 360 | 3 | 5 | 170 | 594 | 24 | 1,156 | 34% / 66% | 34% | 66% | 1,840 | |
| Ine Dolve10) | 2021 | 369 | 5 | 6 | 130 | - | 25 | 535 | 76% / 24% | 76% | 24% | - |
| SVP NOAKA | ||||||||||||
| 2022 | 349 | 17 | - | 164 | 601 | 23 | 1,154 | 34% / 66% | 34% | 66% | 1,850 | |
| Lars Høier11) | 2021 | 359 | 4 | 1 | 138 | - | 24 | 527 | 74% / 26% | 74% | 26% | - |
| SVP Valhall | ||||||||||||
| Ole Johan Molvig12) | 2022 | 357 | 2 | 1 | 106 | 609 | 23 | 1,098 | 35% / 65% | 35% | 65% | 1,886 |
| SVP Ula | ||||||||||||
| Thomas Hoff - Hansen13) | 2022 | 264 | 2 | 12 | 80 | - | 23 | 381 | 79% / 21% | 79% | 21% | 1,386 |
| SVP Edvard Grieg & Ivar Aasen | ||||||||||||
| Kari Nielsen14) | 2022 | 78 | 0 | - | 100 | - | 6 | 184 | 46% / 54% | 46% | 54% | 1,439 |
| SVP Skarv | ||||||||||||
| Thomas Øvretveit15) | 2022 | 170 | 18 | 2 | 65 | 42 | 17 | 313 | 66% / 34% | 66% | 34% | 1,276 |
* All remuneration to senior executives is paid in NOK and converted to USD using a yearly average USD/NOK rate of 9.6245 and 8.5991, respectively for 2022 and 2021. For executives who have been in the executive management team only for parts of the year, the figures include payroll for the full year.
** Numbers represent actual ordinary bonus earned in 2022. For the total amount in this column, USD 223 thousand relates to the new long term employee share-based payment program, which is dependend on approval on the general meeting in 2023.
*** Number of grants awarded under the new LTIP arrangement as described above.
- 1) 1) SVP Digitalisation & Business Transformation until 30.09.2022. Chief Operating Officer since 01.10.2022. Extraordinary items include payment of LTIP as described above.
- 2) Chief Digital Officer since 01.07.2022. Extraordinary items include a signing-on fee.
- 3) SVP Exploration & Reservoir Development until 31.03.2022.
- 4) SVP Exploration & Reservoir Development from 01.04.2022 until 30.09.2022.
- 5) SVP Exploration & Reservoir Development since 01.10.2022.
- 6) SVP People & Organisation until 30.09.2022.
- 7) SVP Health, Safety, Security, Environment & Quality until 30.09.2022. SVP People and Safety since 01.10.2022. Extraordinary items include payment of LTIP as described above.
- 8) SVP Strategy & Business Development until 30.09.2022.
- 9) SVP Operations since 01.10.2022.
- 10) SVP Operations & Asset Development until 30.09.2022. SVP Alvheim since 01.10.2022. Extraordinary items include payment of LTIP as described above.
- 11) SVP Operations & Asset Development NOAKA until 30.09.2022. SVP NOAKA since 01.10.2022. Extraordinary items include payment of LTIP as described above.
- 12) SVP Valhall since 01.10.2022. Extraordinary items include payment of LTIP as described above.
- 13) SVP Ula since 01.10.2022.
- 14) SVP Edvard Grieg & Ivar Aasen since 01.10.2022.
- 15) SVP Skarv since 01.10.2022. Extraordinary items include a signing-on fee.
COMPARATIVE INFORMATION ON THE CHANGE OF REMUNERATION AND COMPANY PERFORMANCE
The below table shows comparative information on the change of annualised remuneration for each individual executive director over the five most recent financial year, in comparison with some selected company performance measures and average remuneration for all employees.
Comparative table over the remuneration and company performance over the last five reported financial years
| Annual change (USD 1000)* Director`s remuneration |
2018 VS 2017 | 2019 VS 2018 | 2020 VS 2019 | 2021 VS 2020 | 2022 VS 2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| ∆ | ∆ % | ∆ | ∆ % | ∆ | ∆ % | ∆ | ∆ % | ∆ | ∆ % | ||
| Chief Executive Officer | Karl Johnny Hersvik1) | 57 | 3% | -623 | -31% | 360 | 26% | 12 | 1% | 2,635 | 151% |
| Special Advisor | Øyvind Bratsberg2) | -126 | -16% | -52 | -8% | -19 | -3% | 817 | 139% | - | - |
| Chief Financial Officer | Alexander Krane3) | -95 | -13% | -75 | -12% | - | - | - | - | - | - |
| Chief Financial Officer | David Torvik Tønne4) | - | - | - | - | -18 | -3% | 62 | 12% | 649 | 114% |
| SVP Strategy and Business Development |
Lene Landøy5) | - | - | - | - | -13 | -3% | 470 | 98% | - | - |
| SVP Strategy and Business Development |
Jan Rosnes | - | - | - | - | - | - | - | - | 90 | 29% |
| SVP Exploration | Gro G. Haatvedt6) | -293 | -30% | - | - | - | - | - | - | - | - |
| SVP Exploration | Evy Glørstad-Clark7) | - | - | -36 | -7% | 21 | 4% | 67 | 13% | -51 | -9% |
| SVP Projects | Olav Henriksen8) | -110 | -11% | -130 | -15% | - | - | - | - | - | - |
| SVP Projects | Knut Arne Kristian Sandvik9) |
- | - | - | - | -29 | -5% | 68 | 12% | 552 | 87% |
| SVP Operations | Eldar Larsen | 6 | 1% | - | - | - | - | - | - | - | - |
| Chief Operating Officer | Per Harald Kongelf10) | 36 | 6% | -17 | -3% | -13 | -2% | 43 | 7% | 690 | 111% |
| SVP Operations | Svein Jakob Liknes | - | - | -75 | -14% | - | - | - | - | - | - |
| Chief Operating Officer | Kjetel Rokseth Digre11) | - | - | - | - | -714 | -49% | - | - | - | - |
| SVP Alvheim | Ine Dolve12) | - | - | - | - | - | - | 101 | 23% | 621 | 116% |
| SVP Valhall | Ole Johan Molvig | 9 | 2% | -26 | -5% | -13 | -2% | - | - | - | - |
| SVP NOAKA | Lars Høier13) | - | - | - | - | - | - | 84 | 19% | 628 | 119% |
| SVP HSSE | Jorunn Kvåle | 9 | 2% | -41 | -9% | - | - | - | - | - | - |
| SVP HSSEQ | Marit Blaasmo14) | - | - | - | - | 16 | 4% | 46 | 12% | 500 | 118% |
| SVP D&W | Tommy Sigmundstad15) | 53 | 10% | -32 | -6% | 7 | 1% | 39 | 7% | 596 | 103% |
| Company Performance | ∆ | ∆ % | ∆ | ∆ % | ∆ | ∆ % | ∆ | ∆ % | ∆ | ∆ % | |
| Total revenues (USD million) | 1,187 | 46% | -403 | -11% | -368 | -11% | 2,689 | 90% | 7,341 | 130% | |
| Net profit/loss (USD million) | 201 | 73% | -335 | -70% | -96 | -68% | 806 | 1,803% | 769 | 90% | |
| Average production per day (mboepd) | 16.8 | 12% | 0.2 | 0% | 54.8 | 35% | -1.3 | -1% | 99.8 | 48% | |
| Average remuneration of a full-time equivalent basis of employees (USD 1000)** |
∆ | ∆ % | ∆ | ∆ % | ∆ | ∆ % | ∆ | ∆ % | ∆ | ∆ % | |
| Aker BP | -0.7 | 0% | -15 | -7% | -20 | -10% | 36 | 21% | -53 | -26% |
(Footnotes on the next page)
- * All remuneration to Aker BP employees is paid in NOK and converted to USD using a yearly average USD/NOK rate of 8.2630, 8.1338, 8.8037, 9.4004, 8.5991 and 9.6245, respectively for 2017, 2018, 2019, 2020, 2021 and 2022.
- ** Average remuneration is based on taxable income for the employees for any given year. Based on this approach, the average remuneration for 2020 is low, as it only includes bonus for 0,5 year (half of 2019) while 2019 includes full year bonus for 2018 and 2021 includes full year bonus of 2020 as well as half year for 2021.
- 1) 2016, 2017, and 2018 include accrual for LTIP scheme paid in 2019, with related vacation payroll included in 2020. 2022 includes payment of LTIP as described above.
- 2) 2021 includes payment arising from a mutual agreeement relating to Bratsberg leaving the company.
- 3) 2016 and 2017 includes accrual for previous LTIP scheme.
- 4) 2022 includes payment of LTIP as described above.
- 5) 2021 includes accrued LTIP payment earned from 2019 to 2021 relating to Landøy leaving the company.
- 6) 2016 and 2017 includes accrual for previous LTIP scheme.
- 7) Left the company 31 March 2022 and thus not entitled to certain bonus payments.
- 8) 2016 and 2017 includes accrual for previous LTIP scheme.
- 9) 2022 includes payment of LTIP as described above.
- 10) SVP Digitalisation & Business Transformation until 30.09.2022 Chief Operating Officer since 01.10.2022. 2022 includes payment of LTIP as described above.
- 11) The main reason for the decrease from 2019 to 2020 is sign on fee received in 2019.
- 12) SVP Operations & Asset Development until 30.09.2022. SVP Alvheim since 01.10.2022. 2022 inlcudes payment of LTIP as described above.
- 13) 2022 includes payment of LTIP as described above.
- 14) 2022 includes payment of LTIP as described above.
- 15) The main reason for the decrease from 2017 to 2016 is sign on fee received in 2016. 2022 includes payment of LTIP as described above.
5. GOVERNANCE
REVIEW OF REMUNERATION REPORT
The board has the overall responsibility for reviewing the remuneration report. The sub-committee of the board, ODCC, has the responsibility for reviewing and proposing changes to the remuneration report.
ODCC reviews the remuneration policy and recommends to the board any amendments to be proposed by the board for adoption by the annual general meeting. The remuneration report will be presented for an advisory vote at the annual general meeting.
AUTHORISATION FOR THE BOARD
In accordance with Section 6-16a of the Norwegian Public Limited Liability Companies Act, the board is authorised to approve temporary deviations from the policy on any element of remuneration described in this policy. Deviations, such as those occurred in 2022 in connection with the Lundin transaction, shall be considered by ODCC and be presented to the board for approval. Deviations may only be made in specific cases if there are special reasons outside of normal business that make it necessary to increase reward to help secure the company's long-term interests, financial viability and/or sustainability by recognising exceptional contributions.
In 2022, the company's remuneration has been in accordance with the policy and guidelines described above, subject to the general meetings approval of the new LTIP arrangement described in section 3.

To the General Meeting of Aker BP ASA
Independent auditor's assurance report on report on salary and other remuneration to directors
Opinion
We have performed an assurance engagement to obtain reasonable assurance that Aker BP ASA's 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.
Board of directors' responsibilities
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.
Our Independence and Quality Management
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.
Auditor's responsibilities
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
PricewaterhouseCoopers AS, Kanalsletta 8, Postboks 8017, NO-4068 Stavanger T: 02316, org. no.: 987 009 713 MVA, www.pwc.no Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap

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.
Stavanger, 15 March 2023 PricewaterhouseCoopers AS
Gunnar Slettebø
State Authorised Public Accountant

Aker BP ASA
Fornebuporten, Building B Oksenøyveien 10 1366 Lysaker
Postal address: P.O. Box 65 1324 Lysaker, Norway
Telephone: +47 51 35 30 00 E-mail: [email protected]
www.akerbp.com Design: Headspin