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Leroy Seafood Group AGM Information 2017

May 2, 2017

3653_iss_2017-05-02_1a6ff11f-3756-4072-bb32-1c648aa21886.pdf

AGM Information

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Recommendation of the Nomination Committee to the General Shareholders' Meeting of Lerøy Seafood Group ASA, 23 May 2017

The Nomination Committee hereby submits its recommendation to the General Shareholders' Meeting of Lerøy Seafood Group ASA. The members of the Nomination Committee are Helge Møgster (Chairman), Benedicte Schilbred Fasmer and Aksel Linchausen.

The Board of Directors:

Election of board members:

Board members Britt Kathrine Drivenes, Hege Charlotte Bakken and Didrik Munch are up for election. Marianne Møgster is resigning from the Board of Directors.

Karoline Møgster is recommended as a new board member. Helge Møgster declared himself to be disqualified for processing her candidacy.

The Nomination Committee nominates Karoline Møgster as a new board member, and recommends re‐election for Britt Kathrine Drivenes, Hege Charlotte Bakken and Didrik Munch, all with a term of office up to the general shareholders meeting in 2019, ref. appendix.

The Norwegian Code of Practice for Corporate Governance recommends a maximum nomination period for board members of 2 years and a recruitment method which avoids replacing all board members at the same time (ref. chapter 8, paragraph entitled "Nomination period and term of office".)

Composition of the Board of Directors:

The Board of Directors (elected by the shareholders), pursuant to the Nomination Com‐ mittee's recommendation, will comprise the following members (function, election period):

Helge Singelstad (Chairman of the Board, 2018), Arne Møgster (board member, 2018), Didrik Munch (board member and Chairman of the Audit Committee, 2019), Britt Kathrine Drivenes (board member and member of the Audit Committee, 2019), Hege Charlotte Bakken (board member, 2019), and Karoline Møgster (board member, 2019).

Remuneration of the Chairman of the Board and board members:

Proposal regarding remuneration of the members of the Board of Directors: remuneration is to remain unchanged during the period from the general shareholders' meeting in 2017 and

up to the date of the general shareholders' meeting in 2018 (on an annual basis, with proportional payments in accordance with the term of office of each board member). The fee paid to the Chairman of the Board is proposed as NOK 375,000 per year, with NOK 200,000 paid to board members per year.

The Board of Directors has its own Audit Committee. The Board of Directors elects the members of this committee from its own collegium. Proposal for remuneration of the members of the Audit Committee: to remain unchanged at NOK 40,000 per year.

The Nomination Committee:

Election of members of the Nomination Committee:

None of the members of the Nomination Committee are up for election.

Remuneration of the Nomination Committee:

It is recommended that remuneration of the Nomination Committee remains unchanged at NOK 35,000 per year.

On behalf of the Nomination Committee Bergen, 26 April 2017 Helge Møgster Sign:

Appendices:

Britt Kathrine Drivenes (re‐election ‐ Board of Directors)

Britt Kathrine Drivenes (1963) has been a board member for Lerøy Seafood Group since 2008. Britt Kathrine Drivenes holds a Bachelor of Business Administration from the Norwegian School of Management (BI) and a Master of Business Administration in Strategic Management from the Norwegian School of Economics and Administration (NHH). She currently works as CFO for Austevoll Seafood ASA and is also a board member in a number of companies.

Britt Kathrine Drivenes indirectly owns shares in Lerøy Seafood Group ASA as a shareholder of Austevoll Seafood ASA.

Hege Charlotte Bakken (re‐election ‐ Board of Directors)

Hege Charlotte Bakken (1973) has been a board member since 2008. Hege Charlotte Bakken has an MSc degree from the Norwegian University of Life Sciences and an Executive MBA from ESCP‐EAP European School of Management in Paris. Hege Charlotte Bakken is Senior Advisor in Hemingway Corporate Finance, Amsterdam and Senior Advisor within strategy and management in Stella Polaris. Furthermore, she is the former COO of Marvesa Holding NV, as well as former Managing Director of Marvesa Rotterdam N.V. She also has experience from companies such as Pronova BioPharma Norge AS, FishMarket International AS, FrioNor AS and Norway Seafoods ASA. Hege Charlotte Bakken has also served as a member of the boards Pronova Biopharma Norge AS and Pronova BioPharma ASA.

Hege Charlotte Bakken owns no shares in Lerøy Seafood Group ASA.

Didrik Munch (re‐election ‐ Board of Directors)

Didrik Munch (1956) has been a board member since 2012. Didrik Munch has a degree in law from the University of Bergen and aqualifies as a police officer at the Norwegian Police University College in Oslo. He has worked in a number of positions within the Norwegian police force (1977‐1986). From 1986 to 1997, he worked within finance, primarily in the DNB system. Towards the end of this period, he was part of DNB's corporate management, as Director for the Corporate Customer division. From 1997 to 2008, Didrik Munch was CEO for Bergens Tidende AS (Norwegian newspaper). In 2008, he took on the role of CEO for Media Norge AS, which changed its name to Schibsted Norge AS with effect from April 2012. Didrik Munch has sat on the on the boards of a number of companies, both as chairman and ordinary member. By virtue of his position, Munch is currently chairman in VG and Finn.no.

Didrik Munch owns no shares in Lerøy Seafood Group ASA.

Karoline Møgster (new ‐ Board of Directors)

Karoline Møgster (born 1980) is educated as a lawyer at the University of Bergen (Candidata Juris) and she holds a master degree in Accounting and Auditing (MRR) from NHH Norwegian School of Economics. She has experience as a lawyer with the law firm Thommessen AS, and is now working as a lawyer for the Møgster Group. She holds a board position in Laco AS, and has experience as a board member in DOF ASA and other companies in the DOF group.

Karoline Møgster indirectly owns shares in Lerøy Seafood Group ASA as a shareholder in Laco AS.