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AKVA Group — Remuneration Information 2015
Apr 8, 2015
3532_iss_2015-04-08_aada258b-be93-497d-a219-c882c410931b.pdf
Remuneration Information
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STATEMENT REGARDING STIPULATION OF WAGES AND OTHER REMUNERATION FOR THE EXECUTIVE MANAGEMENT
1. About the statement
This statement has been prepared by the Board of Directors of AKVA group ASA ("AKVA" or the "Company") pursuant to Section 6-16a of the Norwegian Public Limited Companies Act, under which the Board of Directors is obliged to prepare a statement regarding the determination of wages and other remuneration for the company's Managing Director (chief executive officer/CEO) and other executive personnel.
The statement shall include guidelines for the determination of salary and other types of remuneration and shall also indicate the main principles for Company's executive personnel remuneration policy. The guidelines set out in item 2, below, are indicative only. If the Board of Directors approves an agreement or scheme deviating from such guidelines, the minutes from the relevant board meeting shall state the reason for the deviation. Item 3 regarding share based incentives is binding for the Board of Directors and the Company.
AKVA defines the persons in the positions of CEO, CFO, COO Nordic, COO Americas, COO Export and COO Technology & Software as "executive personnel".
2. Indicative guidelines for remuneration and other benefits in 2014
2.1 The main principles for the company's executive personnel remuneration policy
The main principles for the company's executive personnel remuneration policy is that the basic salary shall promote value creation in the company and contribute to common interests between shareholders and executive personnel. The basic salary shall not be of a type or size that may negatively affect the company's reputation.
As the industry leader in our sector, AKVA is dependent on being able to offer salaries that enable AKVA to recruit the most able managers. It is the board's policy to employ the most competent managers by offering compensation packages that are competitive with those offered in other similar industries and in the international market.
The board of directors has established a compensation committee which shall make recommendations to the Board of Directors with respect to the remuneration of the Company's CEO and other executive personnel.
2.2 Determination of salary
The company's policy is that executive personnel salaries shall primarily be a fixed monthly salary which reflects the position and experience of each individual.
The base salary for the executive personnel consists of a fixed salary which is stipulated individually. The fixed salary shall be determined based on the following criteria:
- Experience and competence
- Size of the company
- Market conditions for the relevant position and individual
Variable compensation shall normally not exceed the fixed salary.
The CEO's remuneration is decided by the Board of Directors. The remuneration for the other executive personnel shall be determined by the CEO and reported to the Board of Directors.
Determination of remuneration for executive personnel shall follow the principles that apply for the Company's employees in general in respect of annual salary adjustments and time of adjustment.
2.3Benefits
The company grants benefits to executive personnel such as covering expenses for use of telecommunications and similar based on need. A company car can be considered based on need.
2.4Bonus schemes and similar variable compensation
In February 2014 the Board of Directors approved a new incentive scheme for the Group. The new scheme, effective from 2014 onwards, holds three elements: (1) Strategic Value Incentive Scheme; providing incentives to the CEO and CFO relative to the actual development in the Company's market capitalisation in the 3 year period ending on 31 December 2016 limited to an amount equal to the CEO and CFO's respective fixed salary in the same period, (2) Operational Incentive Scheme; providing incentives to managers of business areas and key subsidiaries relative to actual annual financial and operational performance, (3) Loyalty Incentive Scheme; allowing selected key employees, crucial to the Group's long term development, participation in sharing 4% of the Group's annual EBT over a ten year program. Item 3 (Loyalty Incentive Scheme) has not been in use in 2014.
The general bonus plan does not exclude special bonus payments for particularly demanding projects.
The current bonus scheme replaced a previous scheme valid throughout 2013, which subject to financial performance of the Group and Business Areas as well as personal goals, awarded the Executive Management as well as defined mangers of main business entities a bonus limited to 30% of annual salary for the Executive Management and 20% of annual salary for defined mangers of main business entities.
According to the established bonus regime and agreed terms, total bonuses of NOK 364 000 were paid out in 2014 to the Group's executive personnel based on 2013 performance.
2.5 Pension
In principal the pension plans for the executive personnel shall be the same as those generally established for the employees in the company. Early retirement pension agreements may be made with the executive personnel with a mutual right to demand retirement from the age of 62.
2.6 Severance pay
Agreements for severance pay upon termination of employment will be seen in conjunction with confidentiality and non-compete clauses in each individual's employment contract to ensure that only limitations in the individual's opportunity to obtain new employment are compensated. Severance pay agreements shall in principle include deductions for income received from other sources.
2.7 Other variable elements
There are no variable elements in the company's remuneration of executive personnel apart from the bonus arrangement.
2.8 The compensation policy of the previous accounting year, 2014
AKVA's aim in the previous year was to offer competitive terms of employment to the executive personnel. The compensation policy for 2014 was published on April 10th, 2014 and is available on http://www.akvagroup.com/investor-relations/general-meeting.
For the total remuneration paid to the executive management for the financial year 2014, please see Note 3 to the 2014 financial statements.
3. Binding guidelines
3.1Bonus schemes and similar variable compensation
In February 20, 2014 the Board of Directors approved a new incentive scheme for the Group. The new scheme, effective from 2014 onwards includes a Strategic Value Incentive Scheme; providing incentives to the CEO and CFO relative to the actual development in the Company's market capitalisation in the 3 year period ending on 31 December 2016 limited to an amount equal to the CEO and CFO's respective fixed salary in the same period.