Remuneration Information • May 4, 2022
Remuneration Information
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The Nomination Committee recommends the re-election of all 6 shareholder appointed Board members. In addition, the committee proposes election of Petter Dragesund as a new Board member.
Dragesund is a former senior partner in Pareto Securities with close to 30 years' experience from investment banking. He worked in Pareto from 1992 until 2021 and was Head of the Corporate Finance department from 2001-2014. Since 2021 he has been working as an independent investor. He has an MBA and Postgraduate Studies in Economics from the Norwegian School of Economics and Business Administration (NHH). Dragesund currently holds 666.668 shares in Quantafuel.
Proposed members of the Board of Directors 2022/23:
All candidates have confirmed that they run for election. With this proposal the Nomination Committee considers the company to be governed and further developed by a Board with broad and relevant competence and experience.
The Nomination Committee proposes that all members of the Board have a term of office of one year.
A web link to the re-elected members, on page 4.
The Nomination Committee recommends that the Board re-elects Ann-Christin Gjerdseth Andersen as the chair of the Quantafuel Board of Directors. Ann-Christin Gjerdseth Andersen has been a Board member since 2019, deputy chair since July 2020 and chair of the Board since June 2021. The Nomination Committee recommends further that the Board elects Petter Dragesund as the new deputy-chair.
The Nomination Committee has held 15 meetings, including individual conversations with all members of the Board and the CEO. The committee has in addition had a dialogue with several of the main shareholders in the company. No formal Board evaluation has been carried out this year, this would have been beneficial for the committees work and is recommended going forward.
In preparing its proposal, the Nomination Committee has considered the need for broad and relevant competence and experience reflecting the company's actual developmental phases and strategic ambitions. In addition to the ability to fulfil the Board's ordinary assignments and the independence of each Board member, the Nomination Committee consider it central to ensure the continuity in the work of the Board given the ongoing process of realising a pioneer technology. Given the change in the Board composition during 2021, the committee sees a need for additional financial market competence and network. These considerations lay the foundation for the recommendations below.
Based on the resolution by the Annual General Meeting in May 2021, the composition of the Board has been as follows:
According to the Articles of Association the total number of Board members are limited to 8, including the member elected by and among the employees. As being ASA there should be minimum 3 female Board members.
Remuneration for 2021/22:
The Nomination Committee recommends that no stock options are assigned to Board members.
Proposal for remuneration of members of the Audit Committee 2021/22
Chair: NOK 35,000
Other members: NOK 25,000
Remuneration to the members of the Nomination Committee
Proposed remuneration for 2021/22:
Recommendation of the composition of the Nomination Committee for the period 2022/23.
Lysaker, May 2 2022
Beate Hamre Deck
SUC 0209
Ragnar Thor GrundtvigdSøegaard
Morten Müller-Nilssen
Dragesund is a former senior partner in Pareto Securities with close to 30 years' experience from investment banking. He worked in Pareto from 1992 until 2021 and was Head of the Corporate Finance department from 2001-2014. Since 2021 he has been working as an independent investor.
He has an MBA and Postgraduate Studies in Economics from the Norwegian School of Economics and Business Administration (NHH).
The bios of the members are available on Quantafuel's web:
https://quantafuel.com/board/
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