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D/S Norden Remuneration Information 2021
3398_rns_2021-03-04_f2eb5d77-55e3-453b-874f-0b5c2967fedd.pdf
Remuneration Information
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REMUNERATION REPORT
2020
CVR NUMBER 67758919
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NORDEN
三
CONTENTS
OVERVIEW OF CONTENTS IN THIS REPORT
3 Remuneration principles
4 Board of Directors - Description and review of remuneration
5 Board of Directors - Remuneration overview
6 Executive Management - Description of remuneration
8 Executive Management - Review of remuneration in 2020
10 Executive Management - Remuneration overview
11 Executive Management - Share-based remuneration overview
12 Board and Executive Management - Yearly development in remuneration
13 Statement by the Board of Directors
14 Independent Auditor's statement
About the report
This report outlines the remuneration components received by each member of the Board of Directors as well as the Executive Management of NORDEN, CVR no. 67758919 during the financial year 2020. The Executive Management consists of all executives registered as executives with the Danish Business Authority.
The contents of this report have been prepared in accordance with section 139b of the Danish Companies Act and the European Commission Guidelines on the standardised presentation of the remuneration report under Directive 2007/36/EC as amended by Directive (EU) 2017/828 regarding the encouragement of long-term shareholder engagement.
The information provided in this report have primarily been derived from audited annual reports for NORDEN for the financial years 2016-2020, and which are available on the Company's website: www.norden.com. All amounts are stated in USD currency, and stated in gross figures, i.e. before deduction of tax or similar applicable deductions.
This report is available on the Company's website for 10 years from the time of publishing.
The value of long-term incentives represents the fair value of the awards at the time of grant. There are differences in both reporting and methodology between this Remuneration Report and the Company's Annual Reports when calculating long-term incentive values. Consequently, the aggregate values shown in this Remuneration Report are different from the Annual Reports, where the allocated accounting cost is shown in accordance with IFRS2.
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2 - CONTENTS
REMUNERATION REPORT 2020 - NORDEN
三
REMUNERATION PRINCIPLES
The principles governing NORDEN's Remuneration Policy are established to support the Company's overall purpose of enabling smarter global trade and the business strategy of transitioning to a more asset light business, in order to generate higher returns on equity, sustainable practices and growth, as well as to create long-term value for our shareholders.
To ensure this, the Company needs to attract and retain talented managers, and ensure that both short and long-term interests between the Board of Directors (the Board), the Executive Management and the Company's shareholders are aligned. The Board has established a Remuneration Committee to oversee compliance with the Remuneration Policy.
Every year, following the Remuneration Committee's recommendation, the Board assesses the framework of the remuneration for the Executive Management. Upon recommendation by the Remuneration Committee, the Board of Directors sees to it that the total remuneration, including incentive-based remuneration, reflects the Company's results and targets, competitive environment, market situation and outlook, purpose of the individual instruments and, where relevant, personal performance.
In addition, the Board considers a variety of risks, including talent and operational risks, when making decisions on remuneration, as well as environmental, social and governance matters, including the United Nation's 17 sustainable development goals with particular focus on the 9th goal concerning industry, innovation and infrastructure.
Compliance with policy
This report follows the Remuneration Policy adopted at the Company's Annual General Meeting on 12 June 2020, and since then no amendments have been made to the Policy.
For a full outline of the Company's remuneration principles, please refer to the Remuneration Policy of 12 June 2020, available on NORDEN's website: www.norden.com
The remuneration of members of the Board and Executive Management for the 2020 financial year is consistent with the principles of the Remuneration Policy, and there has been no deviation or derogation from the framework outlined by the Remuneration Policy.
Based on the Company's Remuneration Policy, the intention underlying this Remuneration Report is to provide all stakeholders with a transparent and comprehensive overview of the remuneration of both the Company's Board of Directors and Executive Management. This is done in accordance with the requirements of the Danish Companies Act, seeking to provide a transparent foundation for shareholder engagement.
REMUNERATION PRINCIPLES
REMUNERATION REPORT 2020 - NORDEN
三
REMUNERATION OF THE BOARD OF DIRECTORS
Board members
Following the annual general meeting in June 2020, the Board of Directors for the remainder of 2020 consisted of:
- Klaus Nyborg (Chairman)
- Johanne Riegels Østergård (Vice chairman)
- Karsten Knudsen
- Tom Intrator
- Helle Østergaard Kristiansen
- Stephen John Kunzer
- Jesper Svenstrup (Employee representative)
- Lars Enkegaard Biilmann (Until August 2020, employee representative)
- Susanne Fauerskov (Until August 2020, employee representative)
In August 2020, NORDEN established a joint venture with Synergy Marine Group taking over the responsibility of the technical management of NORDEN's tanker fleet. Following this, the two employee-elected board members resigned from the Board of Directors, as their employment was transferred to the newly established joint venture.
Further details on all board members can be found in the Company's annual report for 2020, available on NORDEN's website: www.norden.com
Remuneration principles for the Board of Directors
Members of the Board of Directors receive a fixed annual base fee. The Chairman receives three times the base fee, whereas the Vice Chairman receives twice the base fee. Participation in committees of the Board of Directors entitles members to an additional fixed annual fee. The remuneration of each role is stated in multiples of the base fee in the adjacent table structure.
Remuneration multiples (base fee times the multiple)
| Group | Ordinary member | Vice-chairman | Chairman |
|---|---|---|---|
| Board membership | 1x | 2x | 3x |
| Audit committee | 0.33x | 0.6x | |
| Nomination committee | 0.25x | 0.33x | |
| Remuneration committee | 0.25x | 0.33x | |
| Risk committee | 0.33x | 0.6x |
In addition, remuneration for efforts beyond what can be expected of members of the Board of Directors, including committees, can be granted in extraordinary cases. Board members are moreover reimbursed for any travel costs in relation to participating in board related activities. The Company may pay social security contributions as well as certain forms of taxation that are imposed on Board members based outside the EU/EEA, as a result of their Board memberships and in line with legal requirements.
Remuneration is determined following comparison with remuneration in other international shipping companies and Danish listed companies as well as on the basis of an assessment of scope and nature of the work.
The Board does not receive incentive-based remuneration and is not covered by any retirement benefit arrangements provided by NORDEN.
The remuneration of the Board in 2020 is disclosed on the following page. The Board will give an account of its proposal for remuneration in 2021 on the Annual General Meeting.
Board remuneration for 2020
Board remuneration amounts to a total of USD 0.8 million in 2020. The fixed annual base fee of USD 45,000 (DKK 300,000) remains unchanged from 2019 measured in DKK. However, due to exchange rate fluctuation, the fees have increased slightly when measured in USD. Further, an extraordinary amount has been paid to members of the Risk Committee based on considerable work related to forming the Company's new risk framework in 2020. The Board of Directors propose an unchanged level of remuneration at USD 0.8 million in 2021.
REMUNERATION OF THE BOARD OF DIRECTORS
REMUNERATION REPORT 2020 - NORDEN
三
1
REMUNERATION OVERVIEW OF BOARD OF DIRECTORS
Overview of remuneration of the Board of Directors for 2016-2020
USD'000
Annual fees in 2020
Previous years
| Members | Position | Board member since | Base fee | Audit committee | Risk Committee | Nomination committee | Remuneration committee | Total for 2020 | 2019 | 2018 | 2017 | 2016 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Klaus Nyborg | Chairman of board | |||||||||||
| Member of AC, NC and ReC | 2012 | 148 | 16 | 16 | 16 | 196 | 178 | 183 | 191 | 178 | ||
| Johanne Riegels Østergård | Vice Chairman of board | |||||||||||
| Member of NC | 2016 | 98 | 12 | 110 | 101 | 103 | 56 | 30 | ||||
| Karsten Knudsen | Board member | |||||||||||
| Member of AC, RiC and ReC | 2008 | 49 | 29 | 33 | 12 | 123 | 112 | 99 | 98 | 82 | ||
| Tom Intrator | Board member | |||||||||||
| Member of RiC and ReC | 2017 | 49 | 57 | 12 | 118 | 108 | 84 | 63 | ||||
| Helle Østergaard Kristiansen | Board member | |||||||||||
| Member of AC | 2018 | 49 | 16 | 65 | 60 | 2 | ||||||
| Stephen John Kunzer | Board member | |||||||||||
| Member of RiC and ReC | 2018 | 49 | 33 | 12 | 94 | 71 | 2 | |||||
| Jesper Svenstrup | Board member | |||||||||||
| Employee elected board member | 2018 | 49 | 49 | 45 | 33 | |||||||
| Susanne Fauerskov | Board member until August 2020 | |||||||||||
| Employee elected board member | 2018 | 34 | 34 | 45 | 33 | |||||||
| Lars Enkegaard Biilmann | Board member until August 2020 | |||||||||||
| Employee elected board member | 2013 | 29 | 29 | 45 | 46 | 48 | 44 | |||||
| Former board members | 59 | 235 | 284 | |||||||||
| Total | 818 | 765 | 644 | 691 | 618 | |||||||
| Base fee increase (DKK) | 0% | 0% | 0% | 0% | 0% |
Notes:
- AC: Audit Committee
- NC: Nomination Committee
- ReC: Remuneration Committee
- RiC: Risk Committee
5 - REMUNERATION OVERVIEW OF BOARD OF DIRECTORS
REMUNERATION REPORT 2020 - NORDEN
三
1
REMUNERATION OF EXECUTIVE MANAGEMENT
Members of executive management
Executive management in NORDEN comprises of:
- Jan Rindbo,
Chief Executive Officer (CEO) - Martin Badsted,
Chief Financial Officer (CFO)
Further details on the CEO and CFO can be found in the Company's annual report for 2020, available on NORDEN's website: www.norden.com
Remuneration principles for the Executive Management
Remuneration for the Executive Management is based on a combination of fixed and incentive-based remuneration to support the objectives set out in the Company's Remuneration Policy. Remuneration components and levels are based on a comparison with remuneration in other listed international shipping companies as well as non-shipping companies, and consist of the components listed in the table overview.
Overview of remuneration components and levels
| Item | Objective | Levels |
|---|---|---|
| Fixed salary (including pension) | Aligns with market levels to attract and retain qualified executives | Competitive level benchmarked against companies with similar business models, complexity and size measured by revenue, market cap and number of employees |
| Customary benefits | Aligns remuneration with market levels to attract and retain qualified executives | Competitive level benchmarked against companies with similar business model, complexity and size measured by revenue, market cap and number of employees |
| Cash bonus | Rewards the achievement of annual Company goals in support of the long-term strategy | Targeted at 100% of annual fixed salary and capped at 200% of annual fixed salary |
| Long-term incentives (share based incentive scheme) | Aligns management remuneration to the creation of long-term value for shareholders and supports retention of the executives | Currently set as an annual grant with a value of 20% of executive's annual fixed salary. |
| Grant cannot exceed 150% of the executive's annual fixed salary. | ||
| Exceptional one-off bonus and severance pay | Sign-on bonus, retention bonus, severance pay and similar can be applied in discretionary or extraordinary circumstances to attract and retain qualified executives | Competitive level benchmarked against companies with similar business model, complexity and size measured by revenue, market cap and number of employees. Total compensation in severance cases cannot exceed two years' pay. |
REMUNERATION OF EXECUTIVE MANAGEMENT
REMUNERATION REPORT 2020 - NORDEN
三
REMUNERATION OF EXECUTIVE MANAGEMENT - CONTINUED
Fixed salary (incl. pension)
NORDEN aims to offer a market competitive fixed salary that is appropriate for a company of NORDEN's complexity and size measured by revenue, market capitalisation on the stock exchange and number of employees. Salaries are reviewed annually by the Board and are negotiated ordinarily in February of each year. No separate pension contribution is paid, as this is considered part of the fixed salary.
Customary benefits
The Board can grant Executive Management customary benefits aligned with market practice. Currently, Executive Management receives benefits covering telephone, computer and newspapers.
Cash bonus
Individual cash bonuses are incorporated in the remuneration as motivation for the Executive Management to achieve good results on pre-defined initiatives within the limits of the Company's risk management framework and short-term strategy. Bonus agreements for the Executive Management are decided by the Board on the recommendation from the Remuneration Committee, subject to the level of achievement of predetermined performance targets (see page 9). The specified targets are deemed significant in order to ensure value creation for the shareholders, and essential for the Company's business and strategic projects.
Compared to other listed companies, NORDEN has a relatively large proportion of Executive remuneration tied to short-term incentives (cash bonus) compared to long-term incentives. This is chosen because of the Company's agile and asset trading business model, which is set up to generate short-term profits that capitalise on market developments, while applying limited amounts of risk.
Level: The total cash bonus of each member of the Executive Management is targeted at 100% of the executive's fixed annual fixed salary, and cannot exceed 200%.
Long-term incentives, restricted shares and/or stock options
The Board may grant share-based remuneration to the members of the Executive Management on an annual basis. By granting share-based remuneration, Executive Management have an increased incentive to work towards increased shareholder value creation over a long-term period. The share-based remuneration granted by the Board can take form in either restricted shares and/or share options. However, share options have not been applied since 2017, and the Board has no intentions of applying share options as part of the remuneration to Executive Management going forward.
Level: The Board determines the grant size upon recommendation by the Remuneration Committee based on the overall performance of Executive Management throughout the financial year. The amount and value of restricted shares and/or share options granted to each member of the Executive Management is set on a discretionary basis and in consideration of the executive's annual fixed salary, targeted at 20%.
Vesting: The restricted shares have a vesting period of three years, and their value directly follows that of the Company's share price. Vesting is conditional on continued employment with the Company at the time where the restricted shares vest (see page 11 for further details and table overview of vesting shares).
Exceptional one-off bonuses
The Board may under exceptional circumstances award or grant to a member of Executive Management a one-off payment or other extraordinary remuneration in the form of sign-on bonus, retention bonus, severance payment or other schemes in connection with either retention, appointment or departure. In case such extraordinary awards or grants are decided, they will be granted or awarded in line with the Remuneration Policy. The current employment contracts entitle Executive Management to 12 months' remuneration in cases where the CEO or CFO terminate their employment within 4 weeks of any change of control of the Company.
Level: The value of any exceptional payments cannot exceed an amount corresponding to 100% of the annual fixed salary at the time of grant.
Malus and claw back
All incentive payments, grants and awards are subject to claw back without compensation, if earned on the basis of data or other grounds subsequently proven to be manifestly misstated or based on erroneous assumptions.
More details on remuneration components can be found in NORDEN's Remuneration Policy of 12 June 2020 on the company website: www.norden.com
REMUNERATION OF EXECUTIVE MANAGEMENT - CONTINUED
REMUNERATION REPORT 2020 - NORDEN
三
REVIEW OF EXECUTIVE MANAGEMENT REMUNERATION
Overall development FY2020
2020 has been a year marked by volatility and uncertainty following the outbreak of COVID-19 and subsequent impact on global market activity. Although this was a challenging year in many respects, NORDEN experienced record-high activity levels and managed to deliver an Adjusted Result of USD 106 million for the financial year 2020. This is the best result since 2010 and the fourth consecutive year with positive results for the Company.
NORDEN's transformed business model has shown its strength in 2020, making the Company adaptable and resilient toward the market volatility throughout the year. The Company's asset light foundation has in many respects helped prove NORDEN's ability to not only survive but thrive amid volatility, while being able to adjust segment positions and exposure continuously along the way. Compared to NORDEN's asset light and agille business model, other more traditional shipping business models may be more directly exposed to the overall macroeconomic developments.
The overall remuneration of Executive management reflects the positive developments in the Company's strengthened business model, increased activity and improved results.
Fixed salary
The fixed salary to the Executive Management remained unchanged in 2020 measured in DKK. However, due to exchange rate fluctuations the CEO's fixed salary increased by 9.9% to USD 1,172 thousand, while the fixed salary for the CFO increased by 9.9% to USD 609 thousand.
Customary benefits
Currently, Executive Management receives benefits covering telephone, computer and newspapers.
Cash bonus
The size of the cash bonus has been based on consideration of the competitive environment, market situation and outlook, as well as being subject to reaching the specific targets outlined on page 9. For the year 2020, the CEO and CFO received a cash bonus of USD 1,630 thousand and USD 834 thousand, respectively.
The bonuses for 2020 reflect that the Company's performance generally has exceeded the targets, which were set at the beginning of the year, especially with respect to earnings, return on equity and total return to shareholders vs peers.
Long-term incentives
The Board of Directors has chosen to allot restricted shares to the members of the Executive Management in 2020 to promote the long-term community of interests between the Executive Management and the shareholders. The CEO received 12,441 restricted shares representing a value at the time of granting of USD 234 thousand, corresponding to 20% of the fixed annual salary. The CFO received 6,458 shares representing a value of USD 122 thousand, corresponding to 20% of the fixed annual salary. As per NORDEN's Remuneration Policy, the target is 20%.
An overview of allotted restricted shares and vesting periods can be found on page 11.
The total variable salary for 2020 corresponded to 61% for the CEO and 61% for the CFO.
No claw back measures have been applied for Executive Management remuneration during 2020.
REVIEW OF EXECUTIVE MANAGEMENT REMUNERATION
REMUNERATION REPORT 2020 - NORDEN
三
1
REVIEW OF EXECUTIVE MANAGEMENT REMUNERATION - CONTINUED
Structure of performance objectives and results for annual cash bonus
| Item | Objective | % weighting of bonus | Performance relative to objectives |
|---|---|---|---|
| Shared targets | |||
| Group financial results | Group adjusted net profit | 40% | Exceeded |
| Return on Equity | |||
| Economic profit (MtM basis) | |||
| Value creation on Asset Management deals | |||
| Operational performance | Dry Operator adj net profit | 20% | Exceeded |
| Tanker Operator adj net profit | |||
| Group O/A cost development | |||
| Group O/A cost per vessel day development | |||
| Share price performance | Total shareholder return vs. peers, 3 year horizon | 20% | Exceeded |
| P/NAV performance vs. peers | |||
| Organisational engagement | Employee retention | 10% | In line with |
| Employee engagement | |||
| Strategic projects | New Group risk framework and risk system | 10% | In line with |
| Deliver on process optimisation initiatives | |||
| Deliver on IT strategy | |||
| Continue journey to raise NORDEN's profile and corporate brand | |||
| Deliver on new leadership development programme | |||
| Result 2020 | Amount, Jan Rindbo | ||
| Total cash bonus award percentage of salary | 139% | ||
| Total cash bonus (USD'000) | 1,630 |
Allotment of share-based remuneration
| USD '000 | CEO, Jan Rindbo | CFO, Martin Badsted |
|---|---|---|
| Result 2020 | ||
| Amount of allotted shares | 12,441 | 6,458 |
| Value of allotted shares | 234 | 122 |
| Value of shares relative to fixed salary | 20% | 20% |
REVIEW OF EXECUTIVE MANAGEMENT REMUNERATION - CONTINUED
REMUNERATION REPORT 2020 - NORDEN
三
1
OVERVIEW OF EXECUTIVE MANAGEMENT REMUNERATION
Remuneration structure for Executive management
| USD'000 | CEO, Jan Rindbo | CFO, Martin Badsted | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Elements | 2020 | 2019 | 2018 | 2017 | 2016 | 2020 | 2019 | 2018 | 2017 | 2016 |
| Fixed salary (including pension) | 1,172 | 1,066 | 1,094 | 1,061 | 990 | 609 | 554 | 568 | 531 | 503 |
| Customary benefits | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 24 | 14 |
| Total fixed remuneration | 1,172 | 1,066 | 1,094 | 1,061 | 990 | 609 | 554 | 568 | 555 | 517 |
| Total fixed remuneration percentage of total | 39% | 62% | 63% | 65% | 70% | 39% | 60% | 61% | 68% | 74% |
| Cash bonus | 1,630 | 446 | 457 | 379 | 257 | 834 | 260 | 267 | 152 | 89 |
| Long-term incentives (share programme) | 234 | 211 | 179 | 194 | 174 | 122 | 110 | 93 | 111 | 97 |
| Total variable remuneration | 1,864 | 657 | 636 | 573 | 431 | 956 | 370 | 360 | 263 | 186 |
| Total variable remuneration percentage of total | 61% | 38% | 37% | 35% | 30% | 61% | 40% | 39% | 32% | 26% |
| Total | 3,036 | 1,723 | 1,730 | 1,634 | 1,421 | 1,565 | 924 | 928 | 818 | 703 |
| Reconciliation between Remuneration report and Annual Report | ||||||||||
| Total Remuneration according to Annual Report, note 2.3 | 2,995 | 1,691 | 1,687 | 1,570 | 1,323 | 1,547 | 915 | 913 | 784 | 689 |
| Adjustment related to LTIP | -193 | -179 | -136 | -130 | -76 | -104 | -101 | -78 | -77 | -83 |
| Long term incentives (share programme) | 234 | 211 | 179 | 194 | 174 | 122 | 110 | 93 | 111 | 97 |
| Total remuneration according to Remuneration report | 3,036 | 1,723 | 1,730 | 1,634 | 1,421 | 1,565 | 924 | 928 | 818 | 703 |
Notes:
Pension: Executive management does not receive pension as part of their remuneration package from NORDEN, as this is considered included in the fixed salary
Benefits: Non-monetary benefits could include customary employment benefits such as newspaper and telephone, computer and internet access.
Cash Bonus: Consists of cash payment based on fulfilment of specific criteria outlined on page 9.
Long-term incentives: Comprised of the value of allotted restricted shares. Value is based on time of allotment, applying the share price at the time of grant. In 2016 share options were allotted instead of restricted shares.
OVERVIEW OF EXECUTIVE MANAGEMENT REMUNERATION
REMUNERATION REPORT 2020 - NORDEN
三
EXECUTIVE MANAGEMENT SHARE-BASED REMUNERATION
Overview of yearly grant of restricted shares
| Performance year | Grant date | Granted no. of shares | Value at grant (USD'000) | Vesting date | Market value at 31 Dec. 2020 (USD'000) | |
|---|---|---|---|---|---|---|
| CEO, Jan Rindbo | 2020 | February, 2021 | 12,441 | 234 | February, 2024 | 225 |
| 2019 | February, 2020 | 15,647 | 211 | February, 2023 | 283 | |
| 2018 | January, 2019 | 15,343 | 179 | January, 2022 | 278 | |
| 2017 | June, 2018 | 11,758 | 194 | June, 2021 | 213 | |
| Total | 999 | |||||
| CFO, Martin Badsted | 2020 | February, 2021 | 6,458 | 122 | February, 2024 | 121 |
| 2019 | February, 2020 | 8,132 | 110 | February, 2023 | 147 | |
| 2018 | January, 2019 | 7,974 | 93 | January, 2022 | 144 | |
| 2017 | June, 2018 | 6,688 | 111 | June, 2021 | 117 | |
| Total | 529 |
Key assumptions for share value and vesting
Item
| Share price at grant 2021 | 115.4 DKK |
|---|---|
| Share price at year-end 2020 | 109.6 DKK |
| Currency conversion at grant 2021 (DKK/USD) | 6.13 |
| Currency conversion at year-end 2020 (DKK/USD) | 6.06 |
| Vesting duration | 3 years |
Notes
Restricted shares: In 2018, the remuneration policy was revised, effectively replacing the formerly applied share option programme with a restricted share programme to further enhance performance and retention of key employees.
Vesting: Restricted shares are subject to a 3-year vesting period from the time of grant.
11 - EXECUTIVE MANAGEMENT SHARE-BASED REMUNERATION
REMUNERATION REPORT 2020 - NORDEN
三
BOARD AND EXECUTIVE MANAGEMENT YEARLY DEVELOPMENT IN REMUNERATION
Yearly development in company results, board and executive enumeration as well as FTE remuneration (percentage difference from previous year)
| Yearly changes in % | 2020 | 2019 | 2018 | 2017 |
|---|---|---|---|---|
| Parent company results | ||||
| EBITDA | 38.0% | 412.9% | 51.0% | 231.4% |
| Adjusted result | 271.1% | -19.4% | 18.5% | 161.7% |
| Board of Directors remuneration | ||||
| Klaus Nyborg | 10.1% | -2.7% | -4.2% | 7.3% |
| Johanne Riegels Østergaard | 8.9% | -1.9% | -4.0% | 138.5% |
| Karsten Knudsen | 9.8% | 13.1% | 1.0% | 19.5% |
| Thomas Intrator | 9.3% | 28.6% | -4.0% | |
| Helle Østergaard Kristiansen | 8.3% | 30.4% | ||
| Stephen John Kunzer | 32.4% | 54.3% | ||
| Jesper Svenstrup | 8.9% | -2.2% | ||
| Susanne Fauerskov | 8.9% | -2.2% | ||
| Lars Enkegaard Billmann | 8.9% | -2.2% | -4.2% | 9.1% |
| Executive Management remuneration | ||||
| Jan Rindbo, total remuneration | 76.2% | -0.4% | 5.9% | 15.0% |
| Martin Badsted, total remuneration | 69.4% | -0.4% | 13.4% | 16.4% |
| Employees remuneration (FTE-based) | ||||
| Company employee average pay | 34.6% | 0.2% | 12.1% | 7.2% |
Notes
Yearly changes in %: Percentage changes are based on annualised figures for each year
Board of Directors remuneration: Includes all remuneration items applied for the year for each of the members of the Board of Directors management, as outlined on page 5.
Executive management remuneration: Includes all remuneration items applied for the year for each of the members of executive management, as outlined on page 10.
Full-time equivalent (FTE): Average FTE calculation includes permanent and time-limited employees (fixed-term, student job and temporary hires).
Company employee average pay (FTE): Average full-time equivalent number of employees on shore as defined in NORDEN's HR system (Fairsaill), as well as number of employees at sea during the year.
Scope includes seafarers on vessels with full ownership of NORDEN, excl. seafarers between contracts. Remuneration percentage increase from 2019 to 2020 is influenced by a considerably lower number of FTEs, following the transition of technical management to the joint venture company NORDEN SYNERGY Ship Management, as well as following reorganisation of the finance function during 2020. Further details can be found on these changes in the Company's Annual Report 2020.
BOARD AND EXECUTIVE MANAGEMENT YEARLY DEVELOPMENT IN REMUNERATION
REMUNERATION REPORT 2020 - NORDEN
三
1
STATEMENT BY THE BOARD OF DIRECTORS
The Board of Directors has today considered and adopted the Remuneration Report of Dampskibsselskabet NORDEN A/S for the financial year 2020.
The Remuneration Report is prepared in accordance with section 139 b of the Danish Companies Act.
The Remuneration Report is submitted to the General Meeting for an indicative vote.
Hellerup, 4 March 2021
Board of Directors
Klaus Nyborg
Chairman
Johanne Riegels Østergård
Vice Chairman
Karsten Knudsen
Thomas Intrator
Stephen John Kunzer
Helle Østergaard Kristiansen
Jesper Svenstrup
(employee-elected)
STATEMENT BY THE BOARD OF DIRECTORS
REMUNERATION REPORT 2020 - NORDEN
三
INDEPENDENT AUDITOR'S REPORT ON REMUNERATION REPORT
To the Shareholders of NORDEN A/S
We have examined whether the remuneration report for NORDEN A/S for the financial year 1 January - 31 December 2020 contains the information required under section 139 b, subsection 3 of the Danish Companies Act.
We express reasonable assurance in our conclusion.
The Board of Directors' responsibility for the remuneration report
The Board of Directors is responsible for the preparation of the remuneration report in accordance with section 139 b, subsection 3 of the Danish Companies Act. The Board of Directors is also responsible for the internal control that the Board of Directors deems necessary to prepare the remuneration report without material misstatement, regardless of whether this is due to fraud or error.
Auditor's independence and quality management
We are independent of the company in accordance with the International Ethics Standards
Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) and the additional ethical requirements applicable in Denmark. We have fulfilled our other ethical responsibilities in accordance with the IESBA Code, which is based on the fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.
PricewaterhouseCoopers is subject to the International Standard on Quality Control, ISQC 1, and thus applies a comprehensive quality control system, including documented policies and procedures concerning compliance with ethical requirements, professional standards and current statutory requirements and other regulation.
Auditor's responsibility
Our responsibility is to express a conclusion on the remuneration report based on our examinations. We conducted our examinations in accordance with ISAE 3000 Assurance Engagements Other than Audits or Reviews of Historical Financial Information and additional requirements under Danish auditor regulation to obtain reasonable assurance in respect of our conclusion.
As part of our examination, we checked whether the remuneration report contains the information required under section 139 b, subsection 3 of the Companies Act, number 1 - 6, on the remuneration of each individual member of the Executive Management and the Board of Directors.
We believe that the procedures performed provide a sufficient basis for our conclusion. Our examinations have not included procedures to verify the accuracy and completeness of the information provided in the remuneration report, and therefore we do not express any conclusion in this regard.
Conclusion
In our opinion the remuneration report, in all material respects, contains the information required under the Companies Act, section 139 b, subsection 3.
Hellerup, 4 March 2021
PricewaterhouseCoopers
Statsautoriseret Revisionspartnerselskab
CVR No 3377 1231
Bo Schou-Jacobsen
State Authorised Public Accountant
mne28703
Søren Ørjan Jensen
State Authorised Public Accountant
mne33226
INDEPENDENT AUDITOR'S REPORT ON REMUNERATION REPORT
REMUNERATION REPORT 2020 - NORDEN
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DK-2900 Hellerup
Denmark
Telephone: +45 3315 0451
www.ds-norden.com
CVR no. 67 75 89 19
Dampskibsselskabet NORDEN A/S