Board/Management Information • Dec 22, 2023
Board/Management Information
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The Nomination Committee of poLight ASA (the "Company") currently consists of Thomas S. Wrede-Holm (chair), Jan-Erik Hæreid and Anne E. H. Worsøe. Contact details for the Nomination Committee can be found on the Company's website. The guidelines for the Nomination Committee are set out in the Company's Corporate Governance Policy.
The Nomination Committee is responsible for recommending candidates for the election of members and chair to the Board of Directors (the "Board"), and for making recommendations for remuneration to the members of the Board of Directors (including sub-committees), as well as recommending members to the Nomination Committee. The Nomination Committee's recommendations and proposals to the extraordinary general meeting to be held on 15 January 2024 are outlined herein.
In preparing its recommendation, the Nomination Committee has taken into account feedback and input from, amongst others, the larger shareholders of the Company, current Board members and the CEO of the Company. As noted in the recommendation in connection with the ordinary general meeting on 24 May 2023, the Nomination Committee believes that a Board composition of five members would likely be most appropriate for the Company, and that potential competency gaps and needs arising as the Company further develops and matures should be considered.
Furthermore, the Nomination Committee has been informed by Ms Kongsnes that she has decided to step down from the Board due to high work-load in connection with her role at Investinor AS and other engagements. As a consequence, Ms Kongsnes will resign from the Board at this extraordinary general meeting.
In light of the above, the Nomination Committee proposes that Jean-Christophe Eloy and Marianne Bøe are elected as new members of the Board, with an election period until the ordinary general meeting in 2025.
Jean-Christophe Eloy is the founder of Yole Group and its CEO and President. Yole Group is specialized in the semiconductor industry and providing marketing, technology and strategy consulting, reverse engineering and reverse costing in addition to corporate finance services. Mr Eloy has spent his entire career in the semiconductor industry, starting at CEA/LETI (France, semiconductor applied R&D organization) as marketing manager and then creating the semiconductor practice at Ernst & Young. He is also a member of the board of Riber SA (France,) as well as Silmach (France). Mr Eloy is a graduate from EM Lyon Business School (France) and from engineering school INPG-ENSERG (France).
Marianne Bøe is Head of Investor Relations at IDEX Biometrics, working with investor communication and other administrative related tasks. Prior to this Ms Bøe has been a portfolio manager for more than 20 years and has broad and extensive experience from investing in globally listed companies, with a special focus on the technology sector. She holds a Master of Science degree in Economics and Business Administration from Norwegian School of Economics (NHH), and has participated in the Advanced Portfolio Management Program arranged by NFF (Norsk Finansanalytikerforening).
The Board will, if elected by the extraordinary general meeting, consist of the following persons:
This will constitute, in the opinion of the Nomination Committee, a balanced and capable Board that is well positioned to serve the best interests of the Company and its shareholders.
If elected, the Nomination Committee proposes that Mr Eloy and Ms Bøe are entitled to a remuneration in accordance with the Board remuneration that was approved by the annual general meeting on 24 May 2023, being NOK 265,000 for the time period from said annual general meeting until the next annual general meeting but adjusted proportionally for the fact that they will be members of the Board for a shorter period than one year.
In connection with this extraordinary general meeting, Mr Wrede-Holm will resign from the Nomination Committee. The Nomination Committee proposes that (i) Jan-Erik Hæreid is elected as new chair of the Nomination Committee with an election period until the ordinary general meeting in 2025, (ii) the election period for Anne E. H. Worsøe is extended until the ordinary general meeting in 2025 and (iii) Egil Garberg is elected as new member of the Nomination Committee with an election period until the ordinary general meeting in 2025. Mr Garberg is employed by Investinor AS where he holds the position as Investment Manager.
The Nomination Committee will, if elected by the extraordinary general meeting, consist of the following persons:
It is proposed that Mr Hæreid is entitled to a remuneration as chair of the Nomination Committee in accordance with the remuneration that was approved by the annual general meeting on 24 May 2023, being NOK 40,000 for the time period from said annual general meeting until the next annual general meeting but adjusted proportionally for the fact that he will be chair for a shorter period than one year. It is proposed that Mr Garberg is entitled to a remuneration in accordance with the remuneration that was approved by the annual general meeting on 24 May 2023, being NOK 30,000 for the time period from said annual general meeting until the next annual general meeting but adjusted proportionally for the fact that he will be a member of the Nomination Committee for a shorter period than one year.
Thomas S. Wrede-Holm Jan-Erik Hæreid Anne E. H. Worsøe
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