Remuneration Information • May 11, 2022
Remuneration Information
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Remuneration report 2021
| I. | INTRODUCTION 3 |
|---|---|
| II. | REMUNERATION OF THE EXECUTIVE MANAGEMENT 3 |
| A. | REMUNERATION PRINCIPLES3 |
| B. | TOTAL COMPENSATION4 |
| C. | SHARE BASED COMPENSATION5 |
| D. | THE COMPANY´S RIGHT TO RECOVER VARIABLE REMUNERATION5 |
| E. | INFORMATION REGARDING HOW THE REMUNERATION POLICY HAS BEEN APPLIED 5 |
| F. | ANNUAL CHANGES IN REMUNERATION AND THE COMPANY'S PROFIT 5 |
| III. | REMUNERATION OF THE BOARD OF DIRECTORS 5 |
| IV. | THE BOARD OF DIRECTORS´ 6 STATEMENT ON THE REMUNERATION REPORT |
In line with the Norwegian Public Limited Liability Companies Act section § 6-16b, the Board of Directors of Frøy ASA ("Frøy" or the "Company") shall prepare a report on salaries and other remuneration to the management and Board of Directors in the Company. The guidelines apply to executive personnel in the Company as defined in the Norwegian Public Limited Liability Companies Act section § 6. For Frøy, this includes the management team and the board members. The management team in the Company consists of the CEO, CFO, COO, Head of Service, Head of Wellboat and Head of Sea Transportation.
During 2020 Frøy ASA was formed through a two-step business combination between Frøy Gruppen AS and Norsk Fisketransport AS, Frøy Shipping AS and NTS Management AS. The Company was listed on Oslo Stock Exchange in March 2021. Hence, the Company has not prepared historical figures beyond 2021 on remuneration and historical financial performance, as they are regarded to have limited relevance as comparative figures.
The main principle for determining salary for each executive management member has been a fixed annual salary with the addition of fringe benefits. The fixed salary has been determined on the basis of the following factors: competitive salary level, scope of work and responsibilities, as well as an assessment of the business and individual performance.
The management's fringe benefits mainly consist of coverage of electronic communication in accordance with standard regulations, insurances schemes and company car.
The Company is in the process of establishing a share-based long-term incentive program in line with the guidelines approved at the extraordinary general meeting September 30 2021. This to support the Company's strategy of ensuring profitable growth. In addition, the Company wants to encourage key employees to engage in long-term value creation, rewarding good performance and committing employees to long-term persistent work, as well as aligning the employees and shareholder's interest.
| Remuneration to executive management | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Executive | 1 Fixed remuneration |
2 Variable remuneration |
4 Pension |
5 Total remuneration |
6 Share fixed and variable remuneration |
7 Companies in the same group |
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| management | Fixed | Fringe | |||||||||||
| 2021 | Year | salary | Fees | benefits | |||||||||
| Helge Gåsø, CEO Frøy ASA |
2021 | 2 113 | 8 | 40 | 2 153 | 8 | 100 % | 0 % | |||||
| Anders Gåsø, COO |
2021 | 1 651 |
241 | 4 | 32 | 1 924 | 4 | 100 % | 0 % | ||||
| Arne J. Rødsjø*, CFO 01.01.2021 - 30.11.2021 |
2021 | 2 184 | 9 | 39 | 2 223 | 9 | 100 % | 0 % | |||||
| Tore Helgesen, interim CFO 01.10.2021 -> |
2021 | 347 | 347 | 0 | 100 % | 0 % | |||||||
| Oddleif Wigdahl (Head of Wellboat) |
2021 | 1 326 | 85 | 13 | 24 | 1 435 |
13 | 99 % | 1 % | ||||
| Eirin Ervik (Head of Service vessel) |
2021 | 1 193 | 9 | 20 | 1 213 |
9 | 99 % | 1 % | |||||
| Bjarne Johannessen (Head of Shipping) |
2021 | 1 151 |
9 | 21 | 1 172 |
9 | 99 % | 1 % |
* Employed by the Group until 30 November 2021.
No share-based remuneration has been agreed in 2021. The Company is in the process of establishing a share-based long-term incentive program in line with the guidelines approved at the extraordinary general meeting September 30 2021. The incentive program was not implemented during 2021.
The Company has not made use of the right to recover variable remuneration in 2021.
The main principle for salary and remuneration for the executive management team in Frøy has been and is an individual fixed salary. The fixed salary is based on the main principles that the salary must be competitive and motivating. The fixed salary in 2021 for the executive management is regarded to be competitive and in line with the remuneration policy.
The Company has not prepared historical figures beyond 2021 on remuneration and historical financial performance. These figures are regarded to have limited relevance as comparative figures since the Company was formed during 2020 and listed during 2021.
Remuneration to the Board of Directors is determined annually by the general meeting on the recommendation of the Company's nomination committee. Frøy´s remuneration guidelines for the Board of Directors states that the board shall receive a fixed fee, and none of the board members shall have any form of incentive scheme or performance-based remuneration.
In connection with its recommendation of board fees, the nomination committee will look at the development in the market as well as the scope of work and effort of the respective board member. Certain board members are also members of the audit committee and the compensation committee and shall receive remuneration for this. Such remuneration is also proposed by the nomination committee and approved by the general meeting.
The compensation to the Board of Directors and sub-committees to the board for the preceding period will be decided by the annual general meeting on June 1st 2022. The nomination committee will recommend remuneration for the Board of Directors, and sub-committees of the board both for the preceding year and for the period from the annual general meeting in 2022 and up until the annual general meeting of 2023
The Board of Directors has today considered and adopted the Remuneration Report of Frøy ASA for the financial year 2021.
The Remuneration Report is prepared in accordance with section 6-16b of the Norwegian Public Limited Liabilities Companies Act.
The Remuneration Report will be presented to the Annual General Meeting June 1st 2022.
Board of Directors Frøya, May 11 2022
Hege Aasen Veiseth Board Member
Svein Sivertsen Chairman of the Board
____________________ ____________________ ____________________
____________________ ____________________ ____________________
Paul Birger Torgnes Board Member
Ivar Sigmund Williksen Board Member
Tonje Foss CEO
Linda Johnsen Board Member
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