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Arribatec Group ASA
Remuneration Information • May 3, 2023
3541_10-k_2023-05-03_bcb1986a-90be-4fd7-8e24-5e029c5c5c8b.pdf
Remuneration Information
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Arribatec .
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\ Remuneration report 2022 .
| Remuneration report | 3 |
|---|---|
| 1.1. Introduction | 3 |
| 1.2. Total Remuneration - Board of Directors | 3 |
| 1.3. Total Remuneration - Group Management team | 6 |
| 1.4. Share based remuneration model | |
| 1.5. Reclaim of a bonus in whole or in part | |
| Executive Remuneration - Comparison | 8 |
8
Arribatec Group ASA | Remuneration report 2022 � Signed 2023-05-03 09:04:24 UTC
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\ 1. Remuneration Report .
The purpose of Arribatec's management remuneration approach is to offer competitive terms in order to attract and retain the competences it needs. This report is made according to the requirements in section 6-16a and 6-16b of the Norwegian Public Limited Liability Companies Act and Arribatec s Executive Remuneration Policy approved by the GM on 29 June 2021. The report describes how the remuneration policy has been applied during 2022. The report was approved by the Board of Directors on 26 April 2023 and is presented for advisory voting for the first time by the annual general meeting on 24 May 2023. Arribatec 's Group management works towards the Group development in the best interests of customers, shareholders, and employees. The Group has a clear ambition that Arribatec's remuneration scheme ensures that the Group management team acts in accordance with the long-term interests of the customers and owners.
1.1 Introduction
Arribatec ASA has been through a major structural change during the last two years. Following the reverse takeover on 4 Sept 2020, and the acquisition of ten companies, Arribatec has grown significantly in 2021: increased the workforce, doubled the number of offices, broadened the service and product portfolio and grown the customer bases. Consequently, significant changes have been made both in the composition of the board as well as in the Group management team of the company. The Group management team of the company was enlarged in 2021. Arribatec has applied the remuneration policy throughout 2021 as approved by the General Meeting.
1.1.1. Remuneration of the Board of Directors
The board of Directors has five directors, all are elected by the shareholders. Fees to the board of directors are approved by the Annual General Meeting. The board held 11 meetings in 2022. The Company has had a nomination committee and an Audit Committee. The Audit Committee held 5 meetings in 2022. The members of Arribatec Board of Directors are solely remunerated for their role and contribution in the board and its committees. The fixed fees are independent of the company's result and are reviewed each year and approved by the Annual General Meeting. The fees in the table below represent what has been paid during the years. The fees are to be approved at the Annual General Meeting to be held on 24 May 2023. The board members did not receive any other fees. No agreements exist which entitle the directors to any extraordinary compensation.
1.1.2. Remuneration of the Group Management team
Fixed remuneration for the Group management team members consists of their base salary. The purpose of Arribatec's management remuneration approach is to offer fair and competitive terms in order to attract and retain qualified leaders. The Group management team has in 2022 not had a bonus scheme. Arribatec provides no other special benefits to the members of Group management. The Group management team participates in the company's defined contribution pension scheme on standard terms. No additional pension contributions have been made. The Group management team participates in the company's insurance schemes on standard terms. The CEO, Geir Johannesen has 3 months' notice period and is entitled to a severance pay for 12 months in case of termination by the company.
1.2. Total Remuneration - Board of Directors
The yearly fees of the board and her committees are presented in table 1.
Yearly fee
| Chair of the board | 250 000 |
|---|---|
| member of the board | 200 000 |
| Chair of the Audit Committee | 35 000 |
| member of the audit committee | 30 000 |
| chair of nomination committee | 20 000 |
| member of nominaiton committee | 15 000 |
Table 2 – Remuneration to Board of Directors
| Period | Role in Board / her committees | Board fees | ||||
|---|---|---|---|---|---|---|
| Board of Directors | Nomination Committee | Board fees | Nomination fees | total | ||
| Martin Nes | Jan - Dec 2022 | chair | 279 168 | 20 417 | 299 585 | |
| Jan - Dec 2021 | chair | 266 667 | 0 | 266 667 | ||
| Feb - Dec 2020 | chair | 0 | 0 | 0 | ||
| Øystein S. Spetalen | Jan - Dec 2022 | > | 216 667 | O | 216 667 | |
| Jan - Dec 2021 | > | 200 000 | O | 200 000 | ||
| Feb - Dec 2020 | > | 0 | 0 | 0 | ||
| Kristin Hellebust | Jan - Dec 2022 | > | 216 667 | 17 500 | 234 167 | |
| Jan - Dec 2021 | > | 150 000 | 0 | 150 000 | ||
| Feb - Dec 2020 | > | 0 | O | 0 | ||
| Henrik Lie-Nielsen | Jan - Dec 2022 | > | 216 667 | 17 500 | 234 167 | |
| Jan - Dec 2021 | > | 150 000 | 0 | 150 000 | ||
| Feb - Dec 2020 | > | 0 | O | 0 | ||
| Linn Katrine Høie | May - Dec 2022 | > | 116 667 | 0 | 116 667 | |
| Yvonne Listheim Sandvold | Jan - Dec 2022 | > | 100 000 | O | 100 000 | |
| Jan - Dec 2021 | > | 200 000 | O | 200 000 | ||
| Feb - Dec 2020 | > | 0 | O | 0 |
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| Role in Board / her committees | Board fees | |||||||
|---|---|---|---|---|---|---|---|---|
| Period | Board of Directors | Nomination Committee | Board fees | Nomination fees | total | |||
| Espen Lundaas | Jan - Dec 2022 | > | 40 000 | 0 | 40 000 | |||
| Jan - Dec 2021 | chair | 0 | O | 0 | ||||
| n/a | ||||||||
| Øystein Tvenge | Jan - Dec 2022 | > | C | 0 | ||||
| Jan - Dec 2021 | > | O | C | o | ||||
| n/a | ||||||||
| Total | Jan - Dec 2022 | 185 836 | 55 417 -- | 241 253 |
|---|---|---|---|---|
| Total | Jan - Dec 2021 | 966 667 | 966 667 | |
| Total | Jan - Dec 2020 |
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1.3. Total Remuneration - Group Management team
rintates grup naragened renones are set to alga with the corpory's and instrumeration Pivy. Group Maragenet rem nerition on story, Group Maragenet rem nerition ons's of the following two elements: - Fixed remuneration and - Benefits. The remuneration for the Group management team in 2022.
Table 3 - Remuneration to Group Management Team
| Fixed Remulleration | ||||||||
|---|---|---|---|---|---|---|---|---|
| Job Title | Period | Base Salary | Other Benefits1 | Variable pay | Pension cost2 | Tota Remuneration |
Proportion of fixed remuneration |
|
| CEO | Geir Johansen | Jan-Dec 2022 | 2 700 000 | 10 728 | ||||
| Per Ronny Stav | Jan - Dec 2021 | 3 235 366 | 13 356 | O | 89 375 | 3 338 097 | 100% | |
| Jan - Dec 2020 | 3 200 000 | 7 866 | 1 583 336 | 26 616 | 4 817 818 | 67% | ||
| COO | Ole Jacob Kjølvik | Jan-Dec 2022 | 1 500 000 | 16 262 | 0 | 89 683 | 1 605 945 | 100% |
| Jhonny Sharma3 | Jan - Dec 2021 | 2 439 220 | 10 535 | 0 | 89 375 | 2 539 130 | 100% | |
| Jan - Dec 2020 | 1 800 000 | 4 500 | 0 | 30 848 | 1 835 348 | 100% | ||
| CFO | Bente Brocks | Jan-Dec 2022 | 1 679 736 | 11 250 | 0 | 89 683 | 1 780 669 | 100% |
| Geir Johanssen 4 | Mar- Dec 2021 | 2 243 060 | 8613 | 0 | 89 375 | 2 341 048 | 100% | |
| n/a | ||||||||
| CP&OO | Solfrid Buø | Nov-Dec 2022 | 217 308 | 2 667 | 0 | 15 212 | 235 186 | 100% |
| Grete Thomassen | Jan - Apr 2022 | 400 000 | 3 796 | 0 | 28 000 | 431 796 | 100% | |
| Grete Thomassen | May - Dec 2021 | 846 147 | 12 242 | 0 | 84 000 | 942 389 | 100% | |
| Else Thoresen | Jan - Mar 2021 | 437 805 | 2 862 | 0 | 22 300 | 462 967 | 100% | |
| Strategic Director | Ole Jacob Kjølvik | Dec 2021 | 125 000 | 949 | 0 | 0 | 125 949 | 100% |
| n/a |
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| Fixed Remuneration | ||||||||
|---|---|---|---|---|---|---|---|---|
| Job Title | Period | Base Salary | Other Benefits1 | Variable pay | Pension cost2 | Tota Remuneration |
Proportion of fixed remuneration |
|
| Group EVP Bus Dev / CCO | Pål Stueflotten | May 2022 - | 800 000 | 74 325 | O | 56 000 | 930 325 | 100% |
| Espen Karlsrud | Jan - Apr2022 | 500 000 | 3 796 | 0 | 35 000 | 538 796 | 100% | |
| Espen Karlsrud | Oct - Dec 2021 | 300 000 | 2 847 | 0 | 0 | 302 847 | 100% | |
| n/a | ||||||||
| Group IT director | Erik Sundet5 | Jan-Dec 2022 | 992 807 | 21 467 | 48 300 | 69 496 | 1 132 070 | 96% |
| Total | 2022 | 8 789 850 | 144 292 | 48 300 | 472 757 | 9 455 199 | 99% | |
| Total | 2021 | 9 626 598 | 51 404 | 0 | 374 425 | 10 052 427 | 100% | |
| Total | 2020 | 5 000 000 | 12 366 | 1 583 336 | 57 464 | 6 653 166 | 76% |
¹ Other benefits include phone and broadband allowances and insurances in the standard employee benefit scheme
² Pension benefits include the standard employee pension scheme and a disability pension scheme
3 Salary in 2021 includes a 150.000 NOK board fee for an Arribatec company
" Geri. bhansen was appointed as CEO from March – December 2021, he earler sened on the bard of Aritates Solutions As bard member Get Johnsen reseired no compession
5 Erik Sundet works 50% for the Management team. Salary shown is 100% of compensation
1.4. Share based remuneration model
No share-osed remuneration is offeed to any direction on the closed in the 2022. The sheres currently held by serial marker of management, with are created in note 25 in the were acquired at market conditions.
1.5. Reclaim of a bonus in whole or in part
The Group nanagement team and the board have in 2022. The claw-bock clause was not applied in 2022. The bonus payment in 2021.
\ 2. Executive Remuneration - Comparison .
arinded is has been through and the bat the early was founded in 2015, and internet the reverse take-over in 2020 the scripting the been line been line been line in the Use the company has government on a loted company in 6 years. All Group naragenerit positions were creation about the development of rese executives in their role during the last five years, as well in release of the company and the development of the everage salary in the Group.
Table 4 - Change in remuneration from previous years
| 20182 | 2019 | 2020 | 2021 | 2022 | |
|---|---|---|---|---|---|
| Remuneration | |||||
| CEO - Geir Johansen | 0% | 0% | 0% | n/a | 5% |
| CEO - Per Ronny Stav 3 | 307% | 14% | 39% | (31%) | n/a |
| COO - Jhonny Sharma | 0 | 0 | 0 | 38% | n/a |
| COO - Ole Jakob Kjølvik | 0 | 0 | O | n/a | 6% |
| Key figures in '000 NOK | |||||
| Turnover | 74 416 | 113 660 | 154 024 | 413 938 | 504 968 |
| Result after tax | 3 051 | 3 189 | (55 620) | (48 858) | (83 393) |
| Employees | |||||
| (weighted) Average FTE | 49 | 82 | 121 | 331 | 364 |
| change in average salary | 0 | (8%) | (16%) 4 | (3%) 5 | 11%6 |
1 Due to the size and growth of the company, it is not relevant to present figures before 2018.
2 Figures are derived from the non-IFRS consolidated accounts of Group Arribatec AS.
3 Former CEO has been the founder and main shareholder of the company before the reverse takeover in 2020.
4 The decrease is party due to that hill was aquired. Innts employees had a lower a verage stary for other employee goups, de o the nature of the business.
5 The decrease is partly due to the international acquisitions with 77 employees, who had a lower average salary in the Group.
6 The decrease is due to restructuring/decrease of FTEs in low-cost countries, the hire of senior and consultants including increased market salary level.
Arribatec Group ASA | Remuneration report 2022
✔ Signed 2023-05-03 09:04:24 UTC
റ Executive Remuneration – Comparison
Oslo, 3 May 2023
Martin Nes
Chairman of the board
Arribatec Group ASA | Remuneration report 2022 ✔ Signed 2023-05-03 09:04:24 UTC
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Arribatec.
Arribatec is a global supplier of digital business solutions that help our customers achieve competitive advantage through innovative use of IT.
+47 4000 3355 [email protected]
Arribatec Group ASA Lørenfaret 1D N-0585 Oslo
artbox.no
✔ Signed 2023-05-03 09:04:24 UTC
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ARRIBATEC GROUP ASA Norway
| Signed with E-sign |
|---|
| Martin Nes |
| [email protected] |
| +4792014814 |
2023-05-03 09:04:24 UTC
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