Remuneration Information • Apr 17, 2023
Remuneration Information
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Report on remuneration of leading persons 2022
| 1.0. | Introduction 3 | |
|---|---|---|
| 2.0. | Elements of remuneration 4 | |
| 2.1. Total remuneration for 2022 and 2021 4 |
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| 2.2. Share based remuneration 7 |
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| 2.3. Shares awarded or due for the reported financial year 8 |
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| 3.0. | Performance in the reported financial year 10 | |
| 4.0. | Compliance and governance 10 | |
| 5.0. | Annual changes of remuneration and the company's results 13 | |
| 6.0. | Shareholder vote on guideline 14 |
OKEA ASA presents the 2022 report on remuneration as approved by the board of directors on 29 March 2023. The report is designed to comply with the provisions of the Public Limited Liability Companies Act § 6-16a and b, and 5-6 third paragraph, supplemented by the regulations on guidelines and reports on remuneration of leading personnel, as well as to provide a transparent account of remuneration of leading persons to our shareholders and other stakeholders in line with Norwegian practice and principles for good governance. The report is based on the guideline on remuneration approved by shareholders at the annual general meeting on 12 May 2022 and will be presented to the annual general meeting scheduled for 11 may 2023. The guideline on remuneration is available on www.okea.no/investors. Norwegian legislation also requires that the annual financial report includes certain information on remuneration in the notes to the financial statements. This information is included in note 10 to the financial statements.
2022 was an eventful year for OKEA with solid operational performance from key assets and high realised petroleum prices resulting in record high EBITDA as well as net profit after tax.
OKEA also delivered on the growth strategy launched in the fall of 2021 by adding Brage (35.2% Working Interest (WI)) and Nova (6% WI) as two new producing assets to the portfolio and increasing the ownership share in the Ivar Aasen field (by 6.4615% WI) through a transaction with Wintershall Dea. The transaction also involved a transfer of operatorship of Brage and was completed in November with effective date 1 January 2022.
Earlier in the year, OKEA acquired 2.223% WI in the Ivar Aasen field from Neptune Norge AS. The transaction was completed on 31 March with effective date 1 January 2022.
OKEA's clear ambition is to deliver competitive shareholder returns driven by solid growth, value creation and capital discipline, and the strategy will be centred around three growth levers:
The transfer of operatorship of Brage brought several changes into the organisation. Adding more than 140 employees, onshore and offshore, while also prompting change in the senior management of OKEA.
In June, Dag Eggan was appointed senior vice president for special projects, having previously held the role as senior vice president for business performance, and Kjersti Hovdal was appointed acting senior vice president for business performance.
Ørjan Johannessen was in June temporarily appointed vice president for drilling & wells until Børge Nerland joined OKEA and replaced Johannessen as senior vice president for drilling & wells. There were no other major changes in the OKEA senior management team during the year.
There were no changes to the board of directors during the year.
The guideline on remuneration approved by the general meeting in 2022 was consistent with previous practice and policies in the company.
Table 1a below provides information on total remuneration of each individual leading person split by various components. Compensation in the form of salaries, bonuses and fees is included in the year paid. Other compensation is included as incurred.
| Table 1a ‐ Remuneration of CEO and senior management forthe reported financial year All amounts are in NOK 1000 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | |||||||
| Fixed | Variable | Extra‐ | Pension | Total | Proportion of | |||||||
| remuneration | remun‐ | ordinary | expense | remun‐ | fixed and variable | |||||||
| eration | items | eration | remuneration | |||||||||
| Financial | Base | Fringe | One‐year | Fixed | Variable | |||||||
| Name, | year | salary | benefits | variable | ||||||||
| position | ||||||||||||
| Erik Haugane, | 2022 | - | ‐ ‐ | |||||||||
| CEO* | 2021 | 1 605 | 12 | 1 292 | 10 338 | 181 | 13 427 | 13 % | 87 % | |||
| Svein J. Liknes, | 2022 | 4 560 | 337 | 4 349 | - | 190 | 9 435 | 54 % | 46 % | |||
| CEO** | 2021 | 2 341 | 99 | 2 002 | 400 | 125 | 4 967 | 52 % | 48 % | |||
| Birte Norheim, | 2022 | 3 281 | 113 | 2 560 | - | 190 | 6 144 | 58 % | 42 % | |||
| CFO | 2021 | 3 005 | 313 | 1 301 ‐ | 181 | 4 799 | 73 % | 27 % | ||||
| Tor Bjerkestrand, | 2022 | 3 298 | 13 | 2 846 | - | 190 | 6 346 | 55 % | 45 % | |||
| SVP operations | 2021 | 3 030 | 12 | 1 096 ‐ | 181 | 4 318 | 75 % | 25 % | ||||
| Andrew McCann, | 2022 | 2 865 | 13 | 2 305 | - | 190 | 5 373 | 57 % | 43 % | |||
| SVP subsurface | 2021 | 2 635 | 12 | 1 158 ‐ | 181 | 3 987 | 71 % | 29 % | ||||
| Dag Eggan, | 2022 | 2 870 | 13 | 1 902 | - | 190 | 4 975 | 62 % | 38 % | |||
| SVP special projects | 2021 | 2 640 | 12 | 1 021 ‐ | 181 | 3 853 | 74 % | 26 % | ||||
| Espen Myhra, | 2022 | 2 791 | 14 | 2 434 | - | 190 | 5 429 | 55 % | 45 % | |||
| SVP business development | 2021 | 2 493 | 13 | 1 425 ‐ | 181 | 4 111 | 65 % | 35 % | ||||
| Knut Gjertsen, | 2022 | 3 336 | 577 | 2 945 | - | 190 | 7 048 | 58 % | 42 % | |||
| SVP projects & technology | 2021 | 3 138 | 564 | 1 455 ‐ | 181 | 5 338 | 73 % | 27 % | ||||
| Marit Vik‐Langlie, | 2022 | 1 851 | 21 | 1 888 | - | 190 | 3 950 | 52 % | 48 % | |||
| VP legal | 2021 | 1 681 | 12 | 873 ‐ | 181 | 2 747 | 68 % | 32 % | ||||
| Kjersti Hovdal, | 2022 | 1 673 | 7 | 1 523 | - | 111 | 3 314 | 54 % | 46 % | |||
| SVP business performance *** | 2021 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||
| Børge Nerland, | 2022 | 492 | 2 | 138 | 600 | 32 | 1 263 | 42 % | 58 % | |||
| SVP drilling & Wells**** | 2021 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||
| Ørjan Johannessen, | 2022 | 937 | 5 | 262 | - | 79 | 1 284 | 80 % | 20 % | |||
| VP drilling & wells* | 2021 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
* Erik Haugane CEO until 31 May 2021, not part of senior management in 2022, included for reference between years.
** Svein J. Liknes was appointed CEO on 1 June 2021. Amounts for 2021 therefore include seven months.
*** Kjersti Hovdal became part of the senior management on 1 June 2022. Amounts for 2022 therefore include seven months.
**** Børge Nerland joined OKEA on 1 November 2022. Amounts for 2022 therefore include two months. Extraordinary items relate to sign-on bonus.
***** Ørjan Johannessen was part of the senior management from 1 June 2022 to 1 November 2022. Amounts for 2022 therefore include five months.
1) Fixed remuneration includes base salary. Fringe benefits include housing, compensation for reduction in pension benefits, free telephone, free broadband connection, newspapers, and health insurance.
2) Variable remuneration includes the following elements:
The corporate share-based bonus scheme. The relative allocation under the corporate share-based bonus scheme is the same for all employees and can be up to 40% of base salary with a target value of 20%. Reference is made to section 3.0 "Performance in the reported financial year" for further details.
3) Pension expense is equal to the pension premium paid for each individual. For persons only in senior management for parts of the year pension expense for that period is included
4) Total remuneration is the total of items 1)-4) above
5) The proportion of fixed remuneration includes base salary, fringe benefits and pension expense relative to the total remuneration. The proportion of variable remuneration includes and variable remuneration and extraordinary items relative to the total remuneration.
Table 1b below provides information of remuneration paid to each individual board member including remuneration related to work undertaken in various board sub-committees, in addition to other benefits.
| Amounts are in NOK 1000 | |||||
|---|---|---|---|---|---|
| BoD | |||||
| Financial | Other | meetings | |||
| Board members | year | Fees | benefits** | attended | |
| Chaiwat Kovavisarach, | |||||
| board chairman | |||||
| Paul Murray, | |||||
| board member | |||||
| Mike Fischer, | |||||
| board member | |||||
| Prisana Praharnkhasuk, | |||||
| board member | |||||
| Saowapap Sumeksri, | |||||
| board member* | |||||
| Nicola Gordon, | |||||
| board member | |||||
| Finn Haugan, | |||||
| board member | |||||
| Grethe Moen, | 2022 | 589 | 168 | 10 | |
| board member | 2021 | 320 | - | 5 | |
| Rune Olav Pedersen, | 2022 | 589 | 168 | 10 | |
| board member | 2021 | 522 | - | 7 | |
| Liv Monica Stubholt, | 2022 | - | 0 | - | |
| board member | 2021 | 152 | - | 2 |
| Table 1b ‐ Remuneration of board of directors for the reported financial year | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amounts are in NOK 1000 | Amounts are in NOK 1000 | |||||||||||
| BoD | BoD | |||||||||||
| Other | meetings | Employee elected board | Financial | Other | meetings | |||||||
| year | Fees | benefits** | attended | members | year | Fees | benefits** | attended | ||||
| 2022 | 672 | 252 | 10 | Jan Atle Johansen, | 2022 | 337 | 97 | 9 | ||||
| 2021 | 630 | - | 7 | board member | 2021 | 345 | 0 | 7 | ||||
| 2022 | 592 | 168 | 10 | Anne Lene Rømuld, | 2022 | 316 | 97 | 10 | ||||
| 2021 | 510 | - | 7 | board member | 2021 | 330 | - | 7 | ||||
| 2022 | 674 | 168 | 10 | John Kristian Larsen, | 2022 | 316 | 97 | 10 | ||||
| 2021 | 572 | - | 7 | board member | 2021 | 170 | - | 5 | ||||
| 2022 | - | - | - | Ida Ianssen Lundh, | 2022 | - - | - | |||||
| 2021 | 148 | - | 2 | board member | 2021 | 186 | - | 2 | ||||
| 2022 | 842 | 168 | 10 | Ragnhild Aas, | 2022 | - - | - | |||||
| 2021 | * | - | 5 | deputy board member | 2021 | 25 | - | 0 | ||||
| 2022 | 671 | 168 | 10 | Gro Anita Markussen, | 2022 | 11 | - | 1 | ||||
| 2021 | 575 | - | 7 | Deputy board member | 2021 | - - | - | |||||
| 2022 | 657 | 168 | 10 | Jens Arne Megaard, | 2022 | - - | - | |||||
| 2021 | 597 | - | 7 | deputy board member | 2021 | - - | - |
*) Remuneration of Saowapap Sumeksri for 2022 includes NOK 295 thousand that relates to 2021 due to delays in the process of obtaining required documentation for proper taxation in Norway
**) The column "Other benefits" relates to an additional compensation, in accordance with the company's general meeting on 12 May 2022, to the board of directors with an obligation to purchase OKEA shares. The shares are subject to a 12-month lock-up period from the date of purchase
For split of fees between board meetings and sub-committee meetings, reference is made to table 5b in section 5.0 "Annual changes of remuneration and the company's results".
In February 2018, OKEA granted 1,250,000 equity-settled warrants to employees, including CEO and senior management. Each warrant gave rights to 1 share at an exercise price of NOK 17.90. The expiry date for the warrants was 1 October 2022.
On 1 January 2022, a total of 80,000 warrants to senior management were outstanding. 40,000 warrants were exercised in October 2022. 40,000 warrants were not exercised prior to expiry. OKEA had no outstanding warrants on 31 December 2022.
The table below summarises the amounts and terms of warrants for applicable leading persons in 2022.
| Table 2 ‐ Share options awarded or due to the Directors for the reported financial year | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Information regarding the reported financial year | ||||||||||||||
| The main conditions of share options plans | Opening | Closing | ||||||||||||
| balance | During the year | balance | ||||||||||||
| Share options | Share | Share | ||||||||||||
| End of | Strike price | awarded at | options | options | Outstanding | |||||||||
| Exercise | exercise | of the | the begining | exercised | voided | share | ||||||||
| Specification | Award date | date | period | share | of the year | ** | ** | options | ||||||
| Tor Bjerkestrand, | Warrants | Feb 2018 | 01.10.2022 01.10.2022 | 17.9 | 40 000 | 40 000 | N/A | 0 | ||||||
| SVP operations * | Value | 0 | 1 544 000 | N/A | ||||||||||
| Dag Eggan, | Warrants | Feb 2018 | 01.10.2022 | 17.9 | 40 000 | N/A | 40 000 | 0 | ||||||
| SVP special projects | Value | 0 | N/A | 0 | ||||||||||
| 80 000 | 0 |
* Tor Bjerkestrand was employed by OKEA in December 2018 and took over the warrants from an employee that left the company in 2018.
**The value of the exercised warrants is calculated as the difference between market value of the share at the exercise date and the exercise value of NOK 17.90 per share.
The CEO and senior management were in 2022 eligible to participate in the company's the applicable long-term share incentive scheme (LTI), which was designed to incentivise and retain key employees who the company identified as being critical to deliver on the company strategy. Under the LTI, the board of directors determined who was eligible to participate as well as the individual number of shares awarded based on an overall consideration of the company's strategic goals and succession planning. The shares were allocated over two to three years. Award was contingent upon the key employee not having submitted notice of termination at the time of each issue. There were no other specific criteria or key performance indicators related to the award of shares. Shares allocated under the long-term incentive scheme have a lock-up period of 12 months, with the exception that up to 50% of the shares may be sold to cover tax expenses. The LTI stated that shares were to be issued at par value. The reported value of the award depends on the current share price at time of issue and the number of shares awarded.
For the execution of the LTI in 2022, the board of directors resolved that the share awards will instead be settled in cash that the participant's shall use to acquire shares in the market. The shares purchased are subject to a 12-month lock-up period from the date of purchase. All share purchases were executed on Euronext Oslo Børs.
In 2022, the company established a new long-term incentive program (LTIP) with a duration of three years, starting in 2023 and ending in 2025 (up to an including). The CEO and senior management are eligible to participate in the LTIP. The purpose of the LTIP is to further align the interests of the company and its shareholders by providing a long-term program to incentivise and retain key employees who the company has identified as being critical for delivering on the company strategy. Under the LTIP, each participant is eligible to be allocated and awarded a number of synthetic restricted stock units (RSUs), each of which will entitle the participant to receive the value equivalent to one share in the company. The participants will be allocated and communicated a predetermined number of synthetic RSUs for the three-year duration of the LTIP. Eligibility for the LTIP will be assessed by the CEO at the time of allocation and award. The board determines allocation to the CEO, and the CEO determines allocation to the other participants. Awards are made on a yearly basis. 50% of the awarded RSUs will be awarded as a cash amount. The remaining 50% may be awarded through shares should Company's share performance outperform the OSLO Energy Index1 in the 12-month period from 1 August to 1 August each year during the LTIP (first period being 1 August 2022 to 1 August 2023). Further details are included in the guideline on remuneration.
Any person who during the term of the LTIP ceases to be a member of senior management will cease to be eligible for grant of award under the LTIP, and all intended and communicated allocation of awards become void and lapse. In case a participant terminates its employment with the company during the LTIP, allocation of RSUs may become void and laps dependent upon whether the participant is considered a good leaver or bad leaver, as further regulated in the guideline on remuneration. Shares purchased under the LTIP have a lock-up period of 24 months.
| Table 3 ‐ Shares awarded or due to the Directorsfor the reported financial year | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Information regarding the reported financial year | |||||||||||||
| The main conditions of share award plans | During the year | ||||||||||||
| Speci‐ | Performance | Award | End of | Shares | Value at | Shares | Shares | ||||||
| fication | period | date | lock‐up | awared | award | awarded | subject to a | ||||||
| of plan | period | All amounts | and | holding | |||||||||
| Name, | are in NOK 1000 |
unvested | period | ||||||||||
| position | at year end | ||||||||||||
| Svein Jakob Liknes, | 2022 | 09.06.22 | 09.06.23 | 25 000 | 2 949 | 25 000 | 25 000 | ||||||
| CEO | LTI | 2021 | 07.04.21 | 07.04.22 | 100 000 | 1 335 | 100 000 | 100 000 | |||||
| Knut Gjertsen, | 2022 | 09.06.22 | 09.06.23 | 17 250 | 2 035 | 17 250 | 17 250 | ||||||
| SVP projects & technology | LTI | 2021 | 07.04.21 | 07.04.22 | 51 000 | 681 | 51 000 | 51 000 | |||||
| Birte Norheim, | 2022 | 09.06.22 | 09.06.23 | 13 800 | 1 628 | 13 800 | 13 800 | ||||||
| CFO | LTI | 2021 | 07.04.21 | 07.04.22 | 40 800 | 545 | 40 800 | 40 800 | |||||
| Andrew McCann, | 2022 | 09.06.22 | 09.06.23 | 12 560 | 1 492 | 12 560 | 12 560 | ||||||
| SVP subsurface | LTI | 2021 | 07.04.21 | 07.04.22 | 37 400 | 499 | 37 400 | 37 400 | |||||
| Marit Moen Vik‐Langlie, | 2022 | 09.06.22 | 09.06.23 | 11 500 | 1 357 | 11 500 | 11 500 | ||||||
| VP legal | LTI | 2021 | 07.04.21 | 07.04.22 | 34 000 | 454 | 34 000 | 34 000 | |||||
| Dag Eggan, | 2022 | 09.06.22 | 09.06.23 | 9 200 | 1 085 | 9 200 | 9 200 | ||||||
| SVP special projects | LTI | 2021 | 07.04.21 | 07.04.22 | 27 200 | 363 | 27 200 | 27 200 | |||||
| Tor Bjerkestrand, | 2022 | 09.06.22 | 09.06.23 | 9 200 | 1 085 | 9 200 | 9 200 | ||||||
| SVP operations | LTI | 2021 | 07.04.21 | 07.04.22 | 27 200 | 363 | 27 200 | 27 200 | |||||
| Espen Myhra, | 2022 | 09.06.22 | 09.06.23 | 13 750 | 1 622 | 13 750 | 13 750 | ||||||
| SVP business development | LTI | 2021 | 07.04.21 | 07.04.22 | 34 400 | 459 | 34 400 | 34 400 | |||||
| Kjersti Hovdal, | 2022 | 09.06.22 | 09.06.23 | 13 750 | 1 085 | 13 750 | 13 750 | ||||||
| SVP business performance | LTI | 2021 | n/a | n/a | n/a | n/a | n/a | n/a | |||||
| 478 010 | 19 039 | 478 010 | 478 010 |
The board may, in special circumstances, amend, modify, suspend, or terminate the LTIP.
1 https://live.euronext.com/en/product/indices/NO0010580590-XOSL
As a part of its salary system, the company has a bonus scheme applicable for all employees. The relative allocation under the share bonus scheme is the same for all employees and can be up to 40% of base salary with a target value of 20%. The specific criteria (KPIs) for the bonus are determined by the board of directors on an annual basis and are designed to promote the corporate strategy and a corporate culture focused on value creation and excellent health, safety, and environmental performance. The bonus awarded is split between cash and shares, where 50% of the awarded bonus is withheld as employee tax, 25% is paid out as cash and 25% is awarded in shares.
The bonus amount earned in 2022 for the CEO and the senior management is included in the amount specified in Table 1a as "Variable remuneration – one-year variable".
| Table 4 - Performance in 2022 with bonus payment in 2023 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $\mathbf{1}$ | $\overline{2}$ | 3 Information about performance target | 4 | |||||||||
| Element | Strategic objective | Description of the performance criteria and type of applicable remuneration |
Relative weighting of the performance criteria |
a) Minimum target/ threshold performance |
b) Achieved % of target |
a) Maximum/ target performance |
a) Achieved lperforma nce |
|||||
| Deliver shareholder value creation |
Deliver profitability |
Severall criteria related to asset performance and profitability |
45 % | 0% | 27% | 40% | 12.0% | |||||
| Value accretive growth |
Deliver sustainable new business |
Severall criteria based on the delivery of OKEA's growth strategy. Addition of reserves, Capex- and start-up target for projects |
37.5% | 0% | 24 % | 40 % | 9.0% | |||||
| Maintain license to operate |
Maintain a safe working lenvironment |
Specific targets related to QHSSE and workforce | 17.5% | 0% | 40% | 40% | 7.0% | |||||
| Total performance achieved | 28.0% |
The bonus earned in 2022 was 28% and was settled in first half of 2023.
The individual elements and the total remuneration of leading persons during 2022 were implemented in line with the guideline on remuneration approved by shareholders at the annual general meeting on 12 May 2022 and as presented in this report. The board and the people and organisation (P&O) committee are satisfied that the company's remuneration principles enable recruitment, motivation and retainment of high calibre senior management capable of achieving the objectives of the company and support the company's strategy, shareholders' long-term interests and sustainable business practices. OKEA's strategy and long-term ambitions are further described in the annual report for 2022 and on the website www.okea.no
The board has established a charter for the P&O committee, stating its tasks and duties. The charter stipulates that the P&O committee shall:
The P&O committee consists of Finn Haugan (chair), Mike Fischer, Grethe Moen and Anne Lene Rømuld.
The P&O committee met formally seven times in 2022. The committee also had frequent contact by telephone and email to provide oversight and approvals of relevant remuneration issues, as well as discussions and recommendations for the board of directors.
The CEO attends the committee meetings, but does not attend all discussions. The committee is satisfied that there has been no conflict of interest and that no individual was part of a decision that impacted his own remuneration directly. Advisors from Korn Ferry have provided input for benchmark considerations of the company's remuneration policy. The work of the board of directors and the P&O committee during 2022 followed the governance process laid out in the 2022 guideline on remuneration and the following sections show and explain the resulting remuneration paid and awarded as well as the summarising key implementation and decision points.
The guideline on remuneration is drafted by the board's P&O committee and subsequently reviewed and approved by the board. The remuneration shall comply with the guideline on remuneration, the requirements of regulatory and governance bodies, satisfy the expectations of shareholders and remain consistent with the general expectations of the employees in the company. The board has established procedures for handling of potential conflicts of interest. Senior management do not serve as board members in the company.
The board may, in special circumstances, temporarily deviate from the guideline on remuneration. The board may deviate from all elements of the guideline on remuneration when deemed necessary in order to safeguard the company's long-term interest and financial sustainability or ensure the company's viability. This may include incorporating additional remuneration elements to attract key senior management functions or reducing/removing remuneration elements if the board considers it appropriate. Should the board, either directly or through the P&O committee, decide that such deviation from the guideline on remuneration is necessary, the decision shall be made in a board meeting and the reasons for the deviation shall be included in the minutes of the relevant board meeting.
The board, following a proposal from the P&O committee, shall decide on salaries and other remuneration of the CEO. The CEO determines salary and other remuneration of other senior management pursuant to the guideline on remuneration and may discuss with the P&O committee if deemed necessary. The board, principally through the P&O committee, shall have the overall oversight of the remuneration of the company's senior management and shall consider benchmark data for remuneration on a regular basis. If the CEO believes that a temporary deviation from the guideline on remuneration is necessary for the remuneration of senior management, this should be presented to the P&O committee for consideration and then to the board of directors for approval pursuant to the process described above.
For the execution of the LTI in 2022, the board of directors resolved that the share awards will instead be settled in cash that the participant's shall use to acquire shares in the market. The decision to amend the execution method of the LTI was discussed in the P&O committee and following a committee proposal resolved by the board.
Related to the completion of the acquisition of the Brage field and operatorship from Wintershall DEA, the board resolved to adjust the method of distribution of the company's ordinary bonus program for all employees so that 50% of the bonus amount is withdrawn in tax and 25% in shares (locked up for a year) and 25% paid in cash. The ordinary bonus program applies also to members of senior management and the adjustment of method of distribution was handled pursuant to the guideline on remuneration.
The board of directors hereby confirm that there were no further deviations from the guideline on remuneration nor the procedure for implementation in 2022. The guideline on remuneration did not include remuneration of the board of directors, others than the employee elected directors, but based on current practise the entire board of directors is included in this report.
The table below contains information on the annual change in remuneration of those who were members of the senior management team in 2022. When calculating the annual change in remuneration of an individual who commenced or retired employment during the reported financial year, the applicable remuneration is annualised to allow for a meaningful comparison.
| Table 5a ‐ Comparative table over remuneration and company performance over the last five reported financial years (RFY). All amounts in NOK 1000 |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Annual change | RFY‐4 vs. RFY‐5 |
RFY‐3 vs. RFY‐4 |
RFY‐2 vs. RFY‐3 |
RFY‐1 vs. RFY‐2 |
RFY vs. RFY‐ 1 |
Total annualised remuneration regarding the RFY |
Number of shares |
|||||
| Remuneration | 31.12.22 | |||||||||||
| Erik Haugane, CEO * | 36 % | 30 % | 19 % | 6 % | 0 | N/A | ||||||
| Svein Jakob Liknes, CEO | 39 % | 9 435 | 140 345 | |||||||||
| Birte Norheim, CFO | 24 % | 28 % | 6 144 | 144 145 | ||||||||
| Espen Myhra, SVP business development | 21 % | 36 % | 32 % | 5 429 | 224 936 | |||||||
| Knut Gjertsen, SVP projects & technology | 47 % | 32 % | 7 048 | 163 587 | ||||||||
| Dag Eggan, SVP special projects | 31 % | 11 % | 6 % | 11 % | 29 % | 4 975 | 186 043 | |||||
| Tor Bjerkestrand, SVP operations | 26 % | ‐10 % | 12 % | 47 % | 6 346 | 187 804 | ||||||
| Andrew McCann, SVP subsurface | 39 % | 15 % | 35 % | 5 373 | 176 000 | |||||||
| Marit Moen Vik‐Langlie, VP legal | 16 % | 44 % | 3 950 | 111 834 | ||||||||
| Kjersti Hovdal, SVP business performance** | 5 053 | 159 200 | ||||||||||
| Børge Nerland, SVP drilling and wells** | 4 578 ‐ | |||||||||||
| Ørjan Johanessen, VP drilling and wells** | 3 081 | 48 114 | ||||||||||
| Company performance | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | ||||||
| A ‐ Total operating income | 43 435 | 309 087 3 019 566 1 730 222 | 3 881 873 | 6 652 629 | ||||||||
| B ‐ Net profit (loss‐) after tax | ‐11 714 | ‐155 715 | ‐70 712 | ‐603 235 | 603 309 | 669 608 | ||||||
| C ‐ Production volume (mmboe) | 0.10 | 0.90 | 6.81 | 5.91 | 5.67 | 6.11 | ||||||
| Average total remuneration of employees ‐ | RFY‐4 vs. | RFY‐3 vs. | RFY‐2 vs. | RFY‐1 vs. | RFY vs. RFY‐ | |||||||
| full time equivalent | RFY‐5 | RFY‐4 | RFY‐3 | RFY‐2 | 1 | |||||||
| Average change in remuneration for employees | ||||||||||||
| excluding senior management | 30.8 % | ‐10.6 % | 4.6 % | 2.3 % | 5.8 % | |||||||
| 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | |||||||
| Number of employees (full year equivalent) | ||||||||||||
| excluding senior management | 25 | 34 | 195 | 201 | 206 | 249 | ||||||
| Average total remuneration excluding senior | ||||||||||||
| management | 1 420 | 1 857 | 1 659 | 1 736 | 1 776 | 1 879 |
* Erik Haugane CEO until 31 May 2021, amounts for 2021 annualised. Not part of senior management 2022. ** Amounts in the column "Total annualised remuneration regarding the RFY" deviates from Table 1a due to annualisation to full-year amounts.
Annual change: The columns RFY vs. RFY-1, RFY-1 vs. RFY-2 etc. represent the preceding financial years over which the comparative information in the table. should be provided. To ensure a meaningful comparison to the previous years reported, remuneration regarding the reported financial year is included in the far-right column of the respective row. The annual change is presented as percentages. Due to the development of the share price in 2022 and the timing of effectuation of the LTI, the change in RFY vs. RFY-1 is more significant than in previous years.
| Table 5b ‐Remuneration of board of directors last five years All amounts in NOK 1000 |
||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
||||||||||||||||
| 2018 | 2019 | 2020 | 2021 | 2022 | 31.12.2022 | |||||||||||
| Name and title | Total | BoD fee | Sub‐ com fee |
Other variable * |
Total | BoD fee | Sub‐ com fee |
Total | BoD fee | Sub‐ com fee |
Total | BoD fee | Sub‐ com fee |
Other variable ** |
Total | |
| Chaiwath Kovavisarach, chairman |
N/A | 567 | 0 | 557 | 1 124 | 578 | 0 | 578 | 630 | 0 | 630 | 658 | 14 | 252 | 924 | 35 371 |
| Paul Murray, board member |
N/A | N/A | N/A | N/A | N/A | 259 | 0 | 259 | 435 | 75 | 510 | 441 | 151 | 168 | 760 | 182 303 |
| Mike Fischer, board member |
N/A | 372 | 100 | 371 | 843 | 384 | 75 | 459 | 435 | 138 | 572 | 441 | 234 | 168 | 842 | 22 279 |
| Saowapap Sumeksri, board member |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 0 | 0 | 0 | 699 | 144 | 168 | 1 010 | 2 279 |
| Finn Haugan, board member |
N/A | 320 | 140 | 371 | 831 | 384 | 140 | 524 | 455 | 143 | 597 | 441 | 216 | 168 | 825 | 45 814 |
| Grethe Moen, board member |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 258 | 63 | 320 | 441 | 148 | 168 | 757 | 2 279 |
| Rune Olav Pedersen, board member |
N/A | 306 | 0 | 371 | 677 | 384 | 105 | 489 | 435 | 88 | 522 | 441 | 148 | 168 | 757 | 22 279 |
| Nicola Gordon, board member |
N/A | 285 | 140 | 371 | 796 | 377 | 105 | 482 | 435 | 140 | 575 | 441 | 230 | 168 | 839 | 22 279 |
| John Kristian Larsen, board member |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 147 | 23 | 170 | 254 | 62 | 97 | 413 | 77 031 |
| Anne Lene Rømuld, board member |
N/A | 307 | 100 | 371 | 778 | 384 | 100 | 484 | 275 | 55 | 330 | 254 | 63 | 97 | 413 | 53 442 |
| Jan Atle Johansen, board member |
N/A | 307 | 100 | 371 | 778 | 384 | 100 | 484 | 275 | 70 | 345 | 242 | 95 | 97 | 434 | 45 605 |
| Ragnhild Aas, deputy board member |
N/A | 21 | 0 | 0 | 21 | 239 | 75 | 314 | 25 | 0 | 25 ‐ |
‐ | ‐ | 0 | 98 374 | |
| Jens Arne Megaard, deputy board member |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 0 | 0 | 0 ‐ |
‐ | ‐ | 0 | 19 638 | |
| Gro Anita Markussen, deputy board member |
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 0 | 0 | 0 | 11 ‐ | ‐ | 11 | 13 870 | |
| Total | N/A | 2 485 | 580 | 2 784 | 5 849 | 3 372 | 700 | 4 072 | 3 804 | 793 | 4 597 | 4 764 | 1 504 | 1 720 | 7 987 | 642 843 |
The table below contains historical information about fees paid to those who were members of the board per 31 December 2022. The amounts are not annualised.
*) The column "Other variable" in 2019 relates to incentive-shares to board members in connection with the Initial Public Offering (IPO) of OKEA
**) The column "Other variable" in 2022 relates to an additional compensation, in accordance with the company's general meeting on 12 May 2022, to the board of directors with an obligation to purchase OKEA shares. The shares are subject to a 12-month lock-up period from the date of purchase
The annual general meeting on 12 May 2022 approved the guideline on remuneration of leading persons. No questions were raised.
OKEA ASA is a leading mid- to late-life operator on the Norwegian continental shelf (NCS).
OKEA finds value where others divest and has an ambitious strategy built on growth, value creation and capital discipline.
OKEA ASA Kongens gate 8 7011 Trondheim
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