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NRC Group — Remuneration Information 2023
Apr 13, 2023
3693_rns_2023-04-13_73a1da39-e194-4d90-bf3f-204c33174b7a.pdf
Remuneration Information
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Remuneration Report 2022
Introduction
Under section 6-16 b of the Public Limited Liability Companies Act, the Board of NRC Group ASA ("NRC Group" or the "Company") is required to draw up an annual report that provides a complete overview of remuneration disbursed and remuneration due to executive personnel covered by the guidelines defined in section 6-16 a.
This remuneration report (the "Report") has been prepared in compliance with the Norwegian Public Limited Liability Companies Act and related regulations.
Information on the work of the Remuneration Committee of NRC Group in 2022 is set out in the Corporate Governance Report, which is available on page 49 in the annual report 2022.
The Report will be presented for an advisory vote at the Annual General Meeting on 4 May 2023 and is disclosed, once adopted, at the Company's website, www.nrcgroup.com.
PURPOSE
The objective of the Report is to ensure transparency in NRC Group's remuneration policy and the actual remuneration of the executive personnel, and to ensure that the remuneration system is in accordance with NRC Group's results and goals. The definition of executive personnel in this report includes the chief executive officer, the chief financial officer, any other member of the executive management team, and any member of the Board of Directors of the Company.
The combination of fixed and variable compensation arrangements including the senior executive share option scheme has ensured NRC Group's competitiveness as an employer in all of the geographies and domains it operates, enabling us to retain, develop and recruit skilled senior executives with relevant experience and competence. These compensation arrangements have been important for successfully implementing the Group's business strategy, our long-term interests, and to develop our sustainable business practices.
COMPLIANCE WITH THE GUIDELINES
The remuneration guidelines (the "Guidelines") have been fully implemented in 2021. The remuneration to the executive personnel for 2022 is in accordance with the Guidelines; no deviations have been made from the approved principles.
The Board of Directors has for 2022 resolved a discretionary bonus to certain executive personnel which is further described below.
No remuneration has been reclaimed.
The Guidelines and the auditor's assurance report regarding whether the Company has complied with the Guidelines are available on the Company's website, www.nrcgroup.com.
REMUNERATION IN FOREIGN CURRENCY
Remuneration to senior executives is paid or accrued in the currency of the respective subsidiary that owns the employment relationship. In this Report, amounts are presented in Norwegian kroner (NOK), which is both the functional and presentation currency of the parent company. Remuneration in other currencies received during the financial year is translated into NOK using the average exchange rate for the year. Accrued remuneration at the end of the reporting period is translated at the exchange rate in effect on the balance sheet date. Members of the Board receive their fees from the parent company NRC Group ASA in NOK.
Key developments 2022
Overall company development in 2022
| (Amounts in NOK million) | 2022 | 2021 |
|---|---|---|
| Revenue | 7,030 | 5,957 |
| EBITDA | 333 | 302 |
| EBIT** | -240 | 42 |
| EBITA* | 151 | 139 |
| EBITA* (%) | 2.1% | 2.3 % |
| Order intake | 6,959 | 7,581 |
| Order backlog | 7,795 | 7,801 |
| Cash flow from operating activities | 235 | 358 |
| Cash and cash equivalents | 472 | 626 |
| Net interest-bearing debt | 950 | 891 |
| Equity ratio | 45% | 47% |
| Employees | 1,960 | 1,893 |
For more information about the general performance of the Company during the financial year, please see the CEO's letter on page 6 and the Board of Directors' report on page 67 in the annual report 2022.
* Before other income and expenses (M&A expenses)
** 2022 includes impairment expense of NOK 352 million
Remuneration of the Board of Directors
The Directors' fees shall be decided by the General Meeting. This decision will be based on the Nomination Committee's recommendation.
Table 1A sets out the total remuneration paid to each board member during 2022.
| Table 1A - Remuneration paid to the Board of Directors in the reported financial year | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name, position |
Period | Financial year |
1 Fixed remuneration - Fees |
2 Variable remuneration |
3 Total remuneration |
4 Proportion of fixed and variable remuneration |
||||
| Rolf Jansson, Chair of the BoD |
2022 | 640 000 | 0 | 640 000 | 100 % | 0 % | ||||
| Nov 2018 - | 2021 | 425 000 | 0 | 425 000 | 100 % | 0 % | ||||
| Mats Williamson, Board member |
2022 | 375 000 | 0 | 375 000 | 100 % | 0 % | ||||
| Jul 2018 - | 2021 | 350 000 | 0 | 350 000 | 100 % | 0 % | ||||
| Tove Elisabeth Pettersen, Board member |
May 2020 - | 2022 | 375 000 | 0 | 375 000 | 100 % | 0 % | |||
| 2021 | 350 000 | 0 | 350 000 | 100 % | 0 % | |||||
| Eva Nygren, | Nov 2018 - | 2022 | 325 000 | 0 | 325 000 | 100 % | 0 % | |||
| Board member | 2021 | 325 000 | 0 | 325 000 | 100 % | 0 % | ||||
| Outi Henriksson, | 2022 | 350 000 | 0 | 350 000 | 100 % | 0 % | ||||
| Board member | May 2021 - | 2021 | 75 000 | 0 | 75 000 | 100 % | 0 % | |||
| Heikki Allonen, | 2022 | 350 000 | 0 | 350 000 | 100 % | 0 % | ||||
| Board member | May 2021 - | 2021 | 75 000 | 0 | 75 000 | 100 % | 0 % | |||
| Karin Bing | 2022 | 75 000 | 0 | 75 000 | 100 % | 0 % | ||||
| Orgland, Board Member |
May 2022 - | 2021 | 0 | 0 | 0 | N/A | N/A |
The estimated remuneration for 2022 is based on the general assembly approved remuneration for 2021 which amounts to NOK 600,000 for the chair and NOK 300,000 for the members. Additional remuneration for the audit committee is NOK 75,000 for the chair and 50,000 for members, for the remuneration committee NOK 40,000 for the chair and 25,000 for members and for the project committee NOK 75,000 for the chair and 50,000 for the members. The estimated remuneration for 2022 is unchanged from the remuneration for 2021. The board members have not received variable remuneration in 2022. No other benefits were
granted or awarded or due, but not yet materialised, during the reported financial year.
NRC Group ASA may have agreements with Board members for consultancy services related to certain internal projects such as acquisitions and management recruitment. The agreements are based on hourly rates and are carried out on arm's length terms. Currently, there exists one agreement with Mats Williamson. Total expense amounted to NOK 239,617 for 2022 (2021: NOK 470,350) based on hourly rates of SEK 1,500.
Remuneration of the management
The Guidelines enable the Company to offer senior executives a total competitive remuneration. Under the Guidelines, the remuneration shall be on market terms, competitive, and reflect the performance and responsibilities of individual senior executives. The remuneration may consist of fixed cash salary, variable cash salary, pension benefits, participation in the share option incentive programme, and the employee share programme.
The fixed cash salary shall be the main element in the overall remuneration and shall take into account the scope and responsibility associated with the position, as well as the skills, experience, and performance of each senior executive.
The performance measures for the senior executives' variable remuneration have been selected to deliver the Company's business strategy and to encourage behaviour that is in the long-term interest of the Company. In the selection of performance measures, the strategic objectives, sustainability, and long-term interest have been taken into account. None of the senior executives receives remuneration from other enterprises in the NRC Group than the entity they are employed in.
Table 1B and 1C set out total remuneration to NRC Group's CEO and other senior executives during 2022. Table 1B contains each individual director's total remuneration excluding accrued bonus expenses to be paid in 2023, split out by component. Furthermore, the table presents the relative proportion of fixed and variable remuneration. In addition to the directors who have performed their mandate during the reported financial year, information regarding former directors, to the extent remuneration was awarded or due during the reported financial year, is provided.
Explanatory notes regarding Table 1B
| Base Salary | Fixed base salary paid or due to senior executives, in exchange for professional services to serve their mandate in respect to the reported financial year. |
|---|---|
| Fringe benefits | Value of any benefits and perquisites awarded or due to the senior executive in respect to the reported financial year. For the current financial year, the main fringe benefits are related to car allowances, telephone, medical and other minor benefits 'in natura'. |
| One-year variable | Total value of annual bonus paid in cash to the senior executive as a result of the fulfilment of the predetermined performance criteria, where the time span does not exceed one year. |
| Multi-year variable | Total value of annual bonus due to the senior executive as a result of the fulfilment of the predetermined performance criteria, where the time span exceeds one year. For all senior executives, reported values solely concern share option expenses which are allocated over the service period assumed in the option programme. For more information regarding share-based payments, see note 7 in the annual report 2022. |
| Extraordinary items | Any other non-recurring remuneration, whether in cash or in other form, such as sign-on fees, retention bonus, redundancy payments and indemnity for non competition or severance payments. |
| Pension expense | Senior executives are covered by the defined contribution pension plans in Norway, Sweden, and Finland, respectively. Pension expenses are the contributions that took place under the reported financial year to finance a fund for future pension pay-out for the senior executive. For more information regarding pensions, see note 18 in the annual report 2022. |
| Notice period | Period of time between the receipt of the letter of dismissal and the end of the last working day. Additionally, presented information includes any non-compete periods subsequent to the ordinary notice period, during which the senior executives will receive the basic salary and other remuneration and participate in the Group pension plan. |
| Accrued variable remuneration | Bonus expenses that were granted or awarded, but not yet materialised, during the reported financial year. |
| Table 1B - Remuneration of senior executives for the reported financial year | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name, position |
Period | Financial year |
1 Fixed remuneration |
2 | Variable remuneration | 4 Pension |
5 Total |
6 Proportion of fixed |
7 Remuneration |
8 Notice |
|||
| Base salary | Fringe benefits | One-year variable |
Multi-year variable |
items | expense | remuneration | and variable remuneration |
by component | period | ||||
| Henning Olsen, CEO | 2 May 2019 - | 2022 | 4 215 000 | 26 000 | 1 664 000 | 299 000 | 0 | 186 000 | 6 390 000 | 69 % | 31 % | NRC Group ASA | 18 months |
| 2021 | 4 070 000 | 8 000 | 180 000 | 227 000 | 0 | 185 000 | 4 670 000 | 91 % | 9 % | ||||
| Ole Anton Gulsvik, CFO | 1 Mar 2022 - | 2022 | 2 375 000 | 25 000 | 0 | 208 000 | 500 000 | 153 000 | 3 261 000 | 78 % | 22 % | NRC Group ASA | 12 months |
| 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | N/A | N/A | ||||
| Dag Fladby, CFO 31 Jan 2022 |
1 Mar 2016 - | 2022 | 265 000 | 16 775 | 624 800 | 0 | 0 | 15 988 | 922 563 | 32 % | 68 % | NRC Group ASA | 12 months |
| 2021 | 2 225 000 | 188 000 | 125 000 | 25 000 | 0 | 187 000 | 2 750 000 | 95 % | 5 % | ||||
| Arild Moe, EVP & MD NRC Group Norway |
9 Nov 2020 - | 2022 | 2 675 000 | 12 000 | 359 000 | 180 000 | 0 | 111 611 | 3 337 611 | 84 % | 16 % | NRC Norge AS | 12 months |
| 2021 | 2 550 000 | 7 000 | 0 | 65 000 | 0 | 69 000 | 2 691 000 | 98 % | 2 % | ||||
| Harri Lukkarinen, EVP & MD NRC | 7 Jan 2019 - | 2022 | 2 867 000 | 16 000 | 1 792 806 | 204 000 | 0 | 347 000 | 5 226 806 | 62 % | 38 % | NRC Holding | 12 months |
| Group Finland | 2021 | 2 770 000 | 0 | 888 000 | 143 000 | 0 | 262 000 | 4 063 000 | 75 % | 25 % | Finland Oy | ||
| Robert Röder, EVP & MD NRC | 1 Sep 2019 - 10 Jan 2023 |
2022 | 2 999 000 | 38 000 | 191 000 | 0 | 0 | 874 000 | 4 102 000 | 95 % | 5 % | Nordic Railway | 10 months |
| Group Sweden | 2021 | 3 107 000 | 91 000 | 31 000 | 78 000 | 769 000 | 865 000 | 4 941 000 | 82 % | 18 % | Construction Sweden AB |
||
| Lene Engebretsen, EVP & Head of | 1 May 2020 - | 2022 | 1 537 000 | 9 000 | 319 000 | 100 000 | 0 | 185 000 | 2 150 000 | 81 % | 19 % | NRC Group ASA | 9 months |
| communications | 2021 | 1 420 000 | 8 000 | 45 000 | 76 000 | 0 | 186 000 | 1 735 000 | 93 % | 7 % | |||
| Jussi Mattsson, EVP & Head of Strategy and Business Developm. |
1 Feb 2021 - | 2022 | 1 399 000 | 56 000 | 764 000 | 100 000 | 0 | 161 000 | 2 480 000 | 65 % | 35 % | NRC Group Finland Oy |
6 months |
| 2021 | 1 423 000 | 2 000 | 0 | 76 000 | 0 | 102 000 | 1 603 000 | 95 % | 5 % | ||||
| Marianne Ulland Kellmer, EVP & | 1 aug 2022 - | 2022 | 625 000 | 5 000 | 0 | 3 000 | 0 | 76 575 | 709 575 | 100 % | 0 % | NRC Group ASA | 3 months |
| Head of HR | 2021 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | N/A | N/A | |||
| Ina Pettersen, EVP & Head of HR | 1 Apr 2021 - | 2022 | 904 000 | 5 000 | 330 000 | 0 | 0 | 107 543 | 1 346 543 | 75 % | 25 % | NRC Group ASA | 9 months |
| 31 Jul 2022 | 2021 | 1 163 000 | 6 000 | 0 | 76 000 | 0 | 186 000 | 1 431 000 | 95 % | 5 % | |||
In addition to paid bonuses as shown in table 1B, senior executives are awarded cash bonuses to be paid in 2023. The accrued variable cash bonus is based on financial results and the achievement of certain qualitative goals, including key performance indicators both for the Group's overall performance as well as local segment and individual performance. The bonuses have been evaluated and approved by the Board of Directors for the CEO and by the Remuneration Committee for other senior executives. The Board believes that a performance-based bonus agreement for executive personnel had a motivational effect and therefore is beneficial for the Group and its shareholders in order to reach the financial results and the overall performance of the Group.
| Table 1C – Accrued short-term bonus remuneration in the reported financial year | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name, position | Performance criterion | Relative weigth |
Measured performance |
Actual award |
Awarded in % of base salary |
|||||
| Henning Olsen, CEO | Financial targets Group | 80 % | 0 % | 0 | ||||||
| Strategic targets Group | 20 % | 67 % | 331 200 | 8 % | ||||||
| Ole Anton Gulsvik, CFO | Financial targets Group | 80 % | 0 % | 0 | ||||||
| Strategic targets Group | 20 % | 80 % | 228 000 | 20 % | ||||||
| Discretionary targets Group* | NA | NA | 250 000 | |||||||
| Arild Moe, EVP & MD NRC Group Norway |
Financial targets Group | 20 % | 0 % | 0 | ||||||
| Strategic targets Group | 5 % | 26 % | 34 100 | 41 % | ||||||
| Financial targets Country | 75 % | 54 % | 1 060 000 | |||||||
| Harri Lukkarinen, EVP & | Financial targets Group | 20 % | 0 % | 0 | ||||||
| MD NRC Group Finland | Strategic targets Group | 5 % | 27 % | 37 000 | 28 % | |||||
| Financial targets Country | 75 % | 37 % | 768 600 | |||||||
| Lene Engebretsen, EVP & | Financial targets Group | 80 % | 0 % | 0 | ||||||
| Head of communications | Strategic targets Group | 20 % | 100 % | 94 200 | 18 % | |||||
| Discretionary targets Group* | NA | NA | 175 000 | |||||||
| Jussi Mattsson, EVP & | Financial targets Group | 40 % | 0 % | 0 | ||||||
| Head of Strategy and Business Developm. |
Strategic targets Group | 10 % | 22 % | 34 600 | 23 % | |||||
| Financial targets Country | 50 % | 37 % | 286 700 | |||||||
| Marianne Ulland Kellmer, | Financial targets Group | 80 % | 0 % | 0 | ||||||
| EVP & Head of HR | Strategic targets Group | 20 % | 42 % | 37 500 | 14 % | |||||
| Discretionary targets Group* | NA | NA | 50 000 |
*The Board of Directors decided to award a discretionary bonus to recognize the performance of certain employees in the Group management, which serve the Company's long-term interest.
Share-based long-term incentive remuneration
Since 2016, the annual general meeting has resolved each year that options may be awarded to the senior executives. Options may be granted based on achievements of specific financial goals and some other criteria determined by the Board of Directors.
Senior executives are awarded share options based on financial and non-financial achievements, granted by the board upon their approval of the annual accounts. The weighted average fair value of options granted in 2022 was NOK 6,68 each. The share option expense is allocated over the service period assumed in the option program. For further information see note 7 in the Annual accounts. Table 2 includes the key elements and events throughout the reported financial year regarding the different share-based remuneration plans per senior executive.
Explanatory notes regarding Table 2
| Specification of plan | Specification of each share option plan in a way that allows identification of those plans. |
|---|---|
| Performance period | Period of time during which the performance goals must be met in order to determine the degree of vesting with respect to the share option. |
| Grant date | The date share options are given to the recipient. |
| Vesting period | The date the directors can exercise the options according to the terms of the share option plan. |
| Expiration date | Point of time the senior executive must decide whether to exercise or let the share option expire. |
| Strike price | Strike prices of the shares that each respective issuance of share options entitle to in consistency with the terms of the applicable plan. |
| Opening balance | Number of share options or shares held at the beginning of the reported financial year. |
| Share options awarded | Number of shares that have been awarded on the grant date under each applicable share option plan during the reported financial year. |
| Vested share options | Number of share options that have been vested in the vesting period (as presented in column 4) during the reported financial year. |
| Exercised share options | Number of share options used during the reported financial year to purchase NRC's common stock at the strike price of the share as presented in column 6, regardless of the stock's price at the time the senior executive exercises the option. |
| Cancelled share option | Number of share options cancelled due to the share option's terms and agreements no longer being valid. |
| Share options subject to a performance condition |
Number of share options still subject to a performance condition. |
| Exercisable share options | Number of share options that have been awarded on a grant date as presented in column 3 during the reported or previous financial years and which are vested at the end of the reported financial year. |
| Table 2 - Granted options to senior executives for the reported financial year | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Information regarding the current financial year | |||||||||||||
| Main terms for the option plan | Opening balance |
During the year | Closing balance |
||||||||||
| Name, position | 1 Specification of plan |
2 Performance period |
3 Grant date |
4 Vesting period |
5 Expiration date |
6 Strike price of the share in NOK |
7 Share options awarded at the beginning of the year |
8 Share options awarded |
9 Vested share options |
10 Exercised share options |
11 Canceled share options |
12 Share options subject to a performance condition |
13 Exercisable Share options |
| Agreement 2019 | 36 months | 17.03.2020 | 1/3 per year | 17.03.2023 | 37,00 | 10 000 | 0 | 3 333 | 0 | 0 | 10 000 | 10 000 | |
| Henning Olsen, CEO | Agreement 2020 | 36 months | 15.03.2021 | 1/3 per year | 15.03.2024 | 27,87 | 20 000 | 0 | 6 667 | 0 | 0 | 20 000 | 13 333 |
| Agreement 2021 | 36 months | 16.03.2022 | 1/3 per year | 16.03.2025 | 17,70 | 0 | 105 000 | 35 000 | 0 | 0 | 105 000 | 35 000 | |
| Ole Anton Gulsvik, CFO | Agreement 2021 | 36 months | 16.03.2022 | 1/3 per year | 16.03.2025 | 20,04 | 0 | 75 000 | 25 000 | 0 | 0 | 75 000 | 25 000 |
| Agreement 2019 | 36 months | 17.03.2020 | 1/3 per year | 17.03.2023 | 37,00 | 7 500 | 0 | 2 500 | 0 | 0 | 7 500 | 7 500 | |
| Harri Lukkarinen, EVP & MD NRC Group Finland |
Agreement 2020 | 36 months | 15.03.2021 | 1/3 per year | 15.03.2024 | 27,87 | 42 000 | 0 | 14 000 | 0 | 0 | 42 000 | 28 000 |
| Agreement 2021 | 36 months | 16.03.2022 | 1/3 per year | 16.03.2025 | 17,70 | 0 | 66 000 | 22 000 | 0 | 0 | 66 000 | 22 000 | |
| Agreement 2019 | 36 months | 17.03.2020 | 1/3 per year | 17.03.2023 | 37,00 | 3 125 | 0 | 1 042 | 0 | 3 125 | 0 | 0 | |
| Robert Röder, EVP & MD NRC Group Sweden | Agreement 2020 | 36 months | 15.03.2021 | 1/3 per year | 15.03.2024 | 27,87 | 15 000 | 0 | 5 000 | 0 | 15 000 | 0 | 0 |
| Agreement 2021 | 36 months | 16.03.2022 | 1/3 per year | 16.03.2025 | 17,70 | 0 | 36 000 | 12 000 | 0 | 36 000 | 0 | 0 | |
| Lene Engebretsen, EVP & Head of | Agreement 2020 | 36 months | 15.03.2021 | 1/3 per year | 15.03.2024 | 27,87 | 6 000 | 0 | 2 000 | 0 | 0 | 6 000 | 4 000 |
| communications | Agreement 2021 | 36 months | 16.03.2022 | 1/3 per year | 16.03.2025 | 17,70 | 0 | 35 000 | 11 667 | 0 | 0 | 35 000 | 11 667 |
| Ina Pettersen, EVP & Head of HR | Agreement 2021 | 36 months | 16.03.2022 | 1/3 per year | 16.03.2025 | 17,70 | 0 | 35 000 | 11 667 | 0 | 35 000 | 0 | 0 |
| Arild Ingar Moe, EVP & MD NRC Group Norway |
Agreement 2021 | 36 months | 16.03.2022 | 1/3 per year | 16.03.2025 | 17,70 | 0 | 57 000 | 19 000 | 0 | 0 | 57 000 | 19 000 |
| Jussi Mattsson, EVP & Head of strategy and business development |
Agreement 2021 | 36 months | 16.03.2022 | 1/3 per year | 16.03.2025 | 17,70 | 0 | 35 000 | 11 667 | 0 | 0 | 35 000 | 11 667 |
| 103 625 | 444 000 | 182 543 | 0 | 89 125 | 458 500 | 187 167 |
Comparative information on the change of remuneration and company performance
A summary of the development in the executive remuneration, the Company's performance, and average remuneration on a full-time equivalent basis of employees of the company other than senior executives, over the five most recent financial years is shown in the table 3 below.
Senior executives' remuneration and directors' fees presented in table 3 concern all senior executives who performed their mandate under the reported financial year. The amounts to be compared are the total amounts of remuneration presented in column 3 in table 1A and column 5 in table 1B respectively.
For calculating the annual change of remuneration for a senior executive whose mandate began or ended during the reported financial year, the respective remuneration has not been annualised. Necessary information on the employment period can be retrieved from tables 1A and 1B.
When calculating the average remuneration on a full-time equivalent basis of employees of the company other than senior executives, NRC Group included employees of the entire group of companies. Average remuneration is calculated by dividing consolidated salary and pension expenses which are reduced with the total remuneration paid to the senior executives, by the full time equivalent of the Group's employees other than the full time equivalent for the Group's senior executives.
| Table 3 – Comparative information on the change of remuneration and company performance over the last five reporting financial years |
||||||
|---|---|---|---|---|---|---|
| Annual change | 2018 vs 2017 |
2019 vs 2018 |
2020 vs 2019 |
2021 vs 2020 |
2022 vs 2021 |
2022 |
| Directors' remuneration | ||||||
| Henning Olsen, CEO | 3 763 000 | 427 000 | 480 000 | 1 720 000 | 6 390 000 | |
| Ole Anton Gulsvik, CFO | 3 261 000 | 3 261 000 | ||||
| Dag Fladby, CFO | -82 000 | 576 000 | -720 000 | -112 000 | -1 827 437 | 922 563 |
| Arild Moe, EVP & MD NRC Group Norway |
380 000 | 2 311 000 | 646 611 | 3 337 611 | ||
| Harri Lukkarinen, EVP & MD NRC Group Finland |
4 486 000 | -1 076 000 | 653 000 | 1 163 806 | 5 226 806 | |
| Robert Röder, EVP & MD NRC Group Sweden |
1 226 000 | 2 718 000 | 997 000 | -839 000 | 4 102 000 | |
| Lene Engebretsen, EVP & Head of communications |
1 372 000 | 363 000 | 415 000 | 2 150 000 | ||
| Jussi Mattsson, EVP & Head of Strategy and Business Development |
1 603 000 | 877 000 | 2 480 000 | |||
| Marianne Ulland Kellmer, EVP & Head of HR |
709 575 | 709 575 | ||||
| Ina Pettersen, EVP & Head of HR | 1 431 000 | -84 457 | 1 346 543 | |||
| Total remuneration Executive personnel |
309 000 | 17 818 000 | -6 207 000 | 1 014 000 | 6 042 098 | 29 926 098 |
| FTE Executive personnel | 0 | 2 | 1 | 1 | 8 | 8 |
| Rolf Jansson, Chair of the BoD | 175 000 | 175 000 | 75 000 | 215 000 | 640 000 | |
| Mats Williamson, Board member | 63 000 | 300 000 | -13 000 | 0 | 25 000 | 375 000 |
| Tove Elisabeth Pettersen, Board member |
75 000 | 275 000 | 25 000 | 375 000 | ||
| Eva Nygren, Board member | 175 000 | 125 000 | 25 000 | 0 | 325 000 | |
| Outi Henriksson, Board member | 75 000 | 275 000 | 350 000 | |||
| Heikki Allonen, Board member | 75 000 | 275 000 | 350 000 | |||
| Karin Bing Orgland, Board Member | 75 000 | 75 000 | ||||
| Total remuneration | ||||||
| Board of Directors | -1 203 000 | 1 344 000 | 173 000 | -25 000 | -200 000 | 2 490 000 |
| Company performance | ||||||
| Net profit for the year - NRC Group |
-156 000 000 | -72 000 000 | 11 000 000 | 34 000 000 | -337 000 000 | -364 000 000 |
| Average remuneration on a full-time equivalent basis of employees | |||||||
|---|---|---|---|---|---|---|---|
| Based on FTE - Employees of the Group |
17 000 | -182 000 | 182 000 | 14 000 | 35 000 | 739 000 |
The Board of Directors of NRC Group ASA
Lysaker, 29 March 2023
Rolf Jansson Chairman of the Board Outi Henriksson Board member
Mats Williamson Board member
Heikki Allonen Board member
Eva Nygren Board member Karin Bing Orgland Board member
Tove Elisabeth Pettersen Board member
Henning Olsen CEO NRC Group ASA
Statsautoriserte revisorer Ernst & Young AS
Dronning Eufemias gate 6a, 0191 Oslo Postboks 1156 Sentrum, 0107 Oslo
Foretaksregisteret: NO 976 389 387 MVA Tlf: +47 24 00 24 00
www.ey.no Medlemmer av Den norske Revisorforening
INDEPENDENT AUDITOR'S ASSURANCE REPORT ON REPORT ON SALARY AND OTHER REMUNERATION TO DIRECTORS
To the General Meeting of NRC Group ASA
Opinion
We have performed an assurance engagement to obtain reasonable assurance that NRC Group ASA's report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31. December 2022 has been prepared in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.
In our opinion, the remuneration report has been prepared, in all material respects, in accordance with section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation.
Board of directors' responsibilities
The board of directors is responsible for the preparation of the remuneration report and that it contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and for such internal control as the board of directors determines is necessary for the preparation of a remuneration report that is free from material misstatements, whether due to fraud or error.
Our independence and quality control
We are independent of the company as required by laws and regulations and the International Ethics Standards Board for Accountants' Code of International Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. Our firm applies International Standard on Quality Management 1 (ISQM 1) and International Standard on Engagement Quality Reviews (ISQM 2) and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
Auditor's responsibilities
Our responsibility is to express an opinion on whether the remuneration report contains the information required in section 6-16 b of the Norwegian Public Limited Liability Companies Act and the accompanying regulation and that the information in the remuneration report is free from material misstatements. We conducted our work in accordance with the International Standard for Assurance Engagements (ISAE) 3000 – "Assurance engagements other than audits or reviews of historical financial information".
We obtained an understanding of the remuneration policy approved by the general meeting. Our procedures included obtaining an understanding of the internal control relevant to the preparation of the remuneration report in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. Further we
performed procedures to ensure completeness and accuracy of the information provided in the remuneration report, including whether it contains the information required by the law and accompanying regulation. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Oslo, 29 March 2023 ERNST & YOUNG AS
The auditor's assurance report is signed electronically
Tommy Romskaug State Authorised Public Accountant (Norway)