Remuneration Information • Mar 21, 2024
Remuneration Information
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This report on remuneration of the senior executives has been prepared by the board of directors ("the board") of Rana Gruber ASA ("Rana gruber" or "the company") on accordance with the Norwegian Public Limited Liability Companies Act ("PLLC Act"), Section 6-16b, and related regulations.
Rana Gruber was listed on the main list on the Oslo Stock Exchange on 25 March 2022, from which date the company has been subject to the requirements of the PLLC Act, section §6-16b on executive remuneration.
The company's executive remuneration guidelines were approved by the general meeting on 12 April 2023. This report describes Rana Gruber's compliance with the approved guidelines and the practises for executive remuneration in 2023.
The report applies to remuneration to the senior executives of the company. For the purposes of the report, the term "senior executives" includes the CEO and the senior management team (SMT).
The report also includes details on also remuneration to the board of directors. Section 2 below describes the remuneration practises for the board of directors, while section 10 provides details on remuneration paid in 2023 and 2022 to the individual members of the board.
There have been no deviations from the approved guidelines during 2023.
The remuneration of the board shall reflect the board's responsibility, expertise, time commitment and the complexity of the company's activities.
The remuneration of the board of directors consists of a fixed annual fee and is not linked to the company's performance.
Shareholder-elected board members do not have pension schemes or termination payment agreements with the company. The company has not granted share options to members of the board.
The general meeting decides the remuneration of the board and the sub-committees.
The nomination committee proposes the remuneration of the board to the General Meeting and ensures that it reflects the responsibility of its members and the time spent on board work.
The board must approve any board member's consultancy work for the company and the remuneration paid for such work. Any remuneration in addition to normal directors' fees are found in the notes to the consolidated annual accounts.
Details on remuneration paid to individual board members is provided in section 10 in this report.
Remuneration to the CEO and senior executives include the following elements:
Base salary levels are determined considering the nature of the individual role, individual considerations, the market positioning, and remuneration conditions at Rana Gruber.
The base salary is normally reviewed annually to ensure that it is set at the right level and potential annual per centage increases are aligned with those of employees in general, except in specific circumstances. The CEO base salary is determined by the board. Adjustment of the base salaries for other senior executives is decided by the CEO within the wage settlement framework adopted by the board.
The company has bonus programme for the CEO and senior executives. The programme is linked to pre-defined, measurable criteria, as well as Rana Gruber's business strategy, commercial objectives and long-term interests.
All KPIs and strategic priorities are linked to the company's overall performance. The programme does not include individual performance criteria. The bonus programme has been developed and approved by the board.
Maximum bonus potential is 50 per cent of individual annual salary.
The bonus criteria are pre-defined financial, operational, strategic and non-financial key performance indicators (KPIs), with clear deliverables that are seen as critical for the company's future success.
Financial performance criteria are linked to selected KPIs for financial results. Such KPIs will typically be cash cost per unit produced, EBITDA, EBITA margin or other financial performance indicators.
Operational performance criteria are linked to selected operational KPIs such as production volume.
Strategic performance criteria are linked to defined milestones and progress for selected strategic initiatives, which at any time are defined by the board as key projects to meet strategic ambitions. Typical initiatives will be the fossil free transportation project, overall reduction of CO2-emissions, etc.
Non- financial performance criteria are typically linked to selected KPIs for production volume, operational efficiency and improvement programmes, HSEQ-indicators and associated topics, etc.
The detailed criteria within the above areas are defined by the board on an annual basis.
In order to balance the incentives for Senior executives and incentives for the entire organisation, the company also has a general bonus scheme for all employees.
The scheme is linked to overall company goals and each employee may earn an annual bonus up to a fixed maximum amount. The maximum amount is the same for all Senior executives.
The company does not have a share/option programme or similar Long Term Incentive Plans.
Pension is based on a defined contribution plan and is capped at 12x the National Insurance scheme basic amount (12G)1 for all employees including the senior management team, but not including the CEO, who is entitled to an individual pension plan with certain supplementary benefits. The contribution plan includes a contribution of 6 per cent of salary up to 12G.
Both the CEO and the senior management team have 6 months mutual notice period. For all other employees, the notice period is three months.
A loyalty bonus agreement has been entered into between the company and the CEO. If the CEO remains in his position until the age of 67, i.e. on 29.04.2026, he shall receive a sum equivalent to 24 months' fixed salary ("Loyalty Bonus").
Other benefits, hereunder company car, car allowance, travel allowance, staff and health insurance and medical services shall be granted on market terms and shall only constitute a limited part of the total remuneration package.
Executives receive non-monetary benefits such as phones etc. aligned with normal practice. In addition, executives may participate in customary employee benefit programmes, e.g.employee share programmes.
Premiums and other costs linked to such benefits may not total more than 15 per cent of fixed annual salary. Such costs in excess of 15 per cent of annual fixed salary are accepted in only in extraordinary circumstances and requires approval by the board. No such circumstances have occurred in 2023 and none of the senior executives had other benefits exceeding 15 per cent of fixed salary.
Neither the CEO nor the other members of the senior management team have rights to severance pay included in their agreements.
The remuneration paid to and earned by senior executives in 2023 was as follows:
| Amounts in NOK 1 000 | Fixed remuneration |
Variable remuneration |
Total remune ration |
||||||
|---|---|---|---|---|---|---|---|---|---|
| Pension | Extraord. | ||||||||
| Position | Name | Period | Salary | Benefits | Other | expense | Bonus | items | |
| CEO | Gunnar Moe | 2023 | 2 827 | 8 | - | 83 | 839 | - | 3 757 |
| 2022 | 2 858 | 8 | - | 79 | 716 | - | 3 661 | ||
| CFO | Erlend Høyen | 2023 | 1 971 | 8 | - | 83 | 580 | - | 2 642 |
| 2022 | 1 794 | 8 | - | 78 | 495 | - | 2 375 | ||
| COO | Dr. Stein-Tore Bogen | 2023 | 1 926 | 8 | - | 83 | 580 | - | 2 597 |
| Liljenström | 2022 | 1 831 | 8 | - | 78 | 495 | - | 2 412 | |
| Head of HR | Anita B. Mikalsen | 2023 | 1 561 | 8 | - | 83 | 22 | - | 1 674 |
| 2022 | 1 745 | 8 | - | 78 | 495 | - | 2 326 | ||
| Head of HR | Jim Kristian Johansen 1) | 2023 | 1 577 | 8 | - | 86 | 228 | - | 1 899 |
| 2022 | 1 184 | 8 | - | 69 | 109 | - | 1 370 | ||
| Head of IT, security & | Charlotte Stråmyr | 2023 | 1 159 | 7 | - | 66 | 126 | - | 1 358 |
| safety | Norwich | 2022 | - | - | - | - | - | - | - |
| Head of ESG | Nancy Stien Schreiner | 2023 | 1 268 | 8 | - | 85 | 128 | - | 1 489 |
| 2022 | 1 112 | 8 | - | 59 | 98 | - | 1277 |
1) Jim Kristian Johansen replaced Anita B. Nikalsen as Head of HR in October 2023.
Senior executives in Rana Gruber consist of the chief executive officer and the senior management team. The current chief executive officer, Gunnar Moe, started assumed the position in 2017. Other members of the senior management team started in 2023, 2020 and 2016.
Growth in total remuneration over the last three years for each senior executive is stated below, together with an overview of the company's performance in the same period.
| Amounts in NOK 1 000 | 2023 | 2022 | ||||||
|---|---|---|---|---|---|---|---|---|
| % change | % Varia | % change | % Varia | |||||
| Position | Name | Period | Total | YoY | ble | Total | YoY | ble |
| CEO | Gunnar Moe | 1.1.-31.12 | 3 757 | 3% | 22% | 3 661 | (27%) | 20% |
| CFO | Erlend Høyen | 1.1.-31.12 | 2 642 | 11% | 22% | 2 375 | (19%) | 21% |
| COO | Dr. Stein-Tore Bogen Liljenström |
1.1.-31.12 | 2 597 | 8% | 22% | 2 412 | (26%) | 20% |
| Head of HR | Anita B. Mikalsen | 1.1.-30.09 | 1674 | (28%) | 1% | 2 326 | 5% | 21% |
| Head of HR | Jim Kristian Johansen | 1.1 -31.12 | 1 899 | 39% | 12% | 1 370 | - | 8% |
| Head of IT, security & safety | Charlotte Stråmyr Norwich | 1.2.-31.12 | 1 358 | - | 9% | - | - | - |
| Head of ESG | Nancy Stien Schreiner | 1.1.-31.12 | 1 489 | 14% | 9% | 1 277 | - | 8% |
| Amounts in NOK 1 000 | 2023 | 2022 |
|---|---|---|
| Operating revenue | 1 932 039 | 1 423 319 |
| Growth% | 35.7% | (14.7%) |
| Adusted net profit | 654 785 | 391 766 |
| Adjustet net profit margin (adj.) | 33.9% | 27.5% |
The total salary increase for all employees was 2.3 per cent in 2023 and 10.2 per cent in 2022.
Average salary, included pensions, bonuses and overtime per employee (senior executives not included) for 2023 was NOK 898 879 per year (NOK 876 642 per year in 2022).
Adding all the fixed remuneration elements (base salary, pension and other benefits), and comparing with the variable remuneration (bonus) provides better understanding of the relationship between fixed and variable
remuneration for the senior executives. The chart below shows the relationship between fixed and variables remuneration for the senior executives in 2023.
| Amounts in NOK 1 000 | 2023 | 2022 | |||
|---|---|---|---|---|---|
| Position | Name | Fixed% | Variable% | Fixed% | Variable% |
| CEO | Gunnar Moe | 78% | 22% | 80% | 20% |
| CFO | Erlend Høyen | 78% | 22% | 79% | 21% |
| COO | Dr. Stein-Tore Bogen Liljenström | 78% | 22% | 79% | 21% |
| Head of HR | Anita B. Mikalsen | 99% | 1% | 79% | 21% |
| Head of HR | Jim Kristian Johansen | 88% | 12% | 92% | 8% |
| Head of IT, security & safety | Charlotte Stråmyr Norwich | 91% | 9% | - | - |
| Head of ESG | Nancy Stien Schreiner | 92% | 9% | 92% | 8% |
Senior executives are offered a performance-based bonus in addition to fixed remuneration.
As described in section 3 above, senior executives are offered a performance-based bonus in addition to fixed remuneration. The 2023 bonus criteria have been linked to specific KPIs for the topics listed below with various weighting for the respective groups of KPIs and target levels:
| Category | KPI | Base target |
Improved target 1 |
Improved target 2 |
Stretch target |
|---|---|---|---|---|---|
| Financial | Cash cost reduction per tonne finished goods | 5% | 10% | 15% | 20% |
| Operational | Production volume | ||||
| Degree of sorting | 6% | 12% | 18% | 24% | |
| Fe65 project | 23% | ||||
| Increased amount of magnetite | 21% | ||||
| Strategic | Electrification project | 20% | 24% | ||
| CO2 reduction per tonne produced, compared to precious year |
| Category | KPI | Q1 | Acc Q2 | Acc Q3 | Acc Q4 |
|---|---|---|---|---|---|
| Zero injuries Sickness leave: Presence% |
8% | 16% | 24% | 32% | |
| Non-financial | % registered preventive observations with measures | ||||
| Total weighting of max bonus level | 39% | 59% | 79% | 100% |
*) Quarterly targets are reporteds as accumulated weighting YTD at quarter end
The table below shows each senior executive's achievement against the financial, qualitative measures for 2023 and the total performance assessment, which forms
the basis for the earned bonus in 2023 to be paid out in 2024.
| Category | KPI | Target Level achieved | Weight | Total |
|---|---|---|---|---|
| Financial | Cash cost reduction per tonne finished goods | Base target | 5% | 5% |
| Production volume | Stretch target | 20% | 21% | |
| Operational | Degree of sorting | Base target | 1% | |
| Strategic | Fe65 project | N/A | ||
| Increased amount of magnetite | N/A | |||
| Electrification project | One level only | 12% | 12% | |
| CO2 reduction per tonne produced, compared to precious year | Stretch target | |||
| Total | 38% |
| % of max bonus | ||||
|---|---|---|---|---|
| Position | Name | achieved | Bonus earned | Base salary |
| CEO | Gunnar Moe | 38.0% | 839 | 2 827 |
| CFO | Erlend Høyen | 38.0% | 580 | 1 971 |
| COO | Dr. Stein-Tore Bogen Liljenström | 38.0% | 580 | 1926 |
| Head of HR | Anita B. Mikalsen | N/A 1) | 22 | 1 561 |
| Head of HR | Jim Kristian Johansen | 38.0% | 228 | 1 577 |
| Head of IT, security & safety | Charlotte Stråmyr Norwich | 38.0% | 126 | 1 159 |
| Head of ESG | Nancy Stien Schreiner | 38.0% | 128 | 1 268 |
1) Anita B. Mikalsen left the position as Head of HR in October 2023 and her bonus was related to her new position outside the management group.
The table below shows each senior executive's achievement against the financial, qualitative measures for 2022 and the total performance assessment, which forms the
basis for the earned bonus in 2022 that was paid out in 2023.
| % of max bonus | ||||
|---|---|---|---|---|
| Position | Name | achieved | Bonus earned | Base salary |
| CEO | Gunnar Moe | 51.0% | 716 | 2 858 |
| CFO | Erlend Høyen | 51.0% | 495 | 1 794 |
| COO | Dr. Stein-Tore Bogen Liljenström | 51.0% | 495 | 1 831 |
| Head of HR | Anita B. Mikalsen | 51.0% | 495 | 1 745 |
| Head of HR | Jim Kristian Johansen | N/A | 109 | 1 184 |
| Head of IT, security & safety | Charlotte Stråmyr Norwich | N/A | - | - |
| Head of ESG | Nancy Stien Schreiner | N/A | 98 | 1 112 |
| Director | Total 2023 |
% change YoY 2023 |
Total 2022 |
% change YoY 2022 |
|---|---|---|---|---|
| Støver, Morten | 600 000 | - | 600 000 | 23% |
| Nilsen, Frode Michal | 400 000 | - | 400 000 | 33% |
| Adolfsen, Kristian A | 400 000 | - | 400 000 | 27% |
| Wiborg, Ragnhild | 400 000 | - | 400 000 | 33% |
| Rolandsen, Hilde | 400 000 | - | 400 000 | 33% |
| Hovind, Johan | 175 000 | 75% | 100 000 | 11% |
| Strøm, Lasse Orlando | 175 000 | 75% | 100 000 | 11% |
| Pedersen, Henriette Zahl | 175 000 | - | - | - |
| Hammer, Thomas | - | - | 100 000 | 11% |
Thomas Hammer ceased to be a member of the board in January 2023.
The board has not had a compensation committee in 2023. The decision-making process for remuneration of senior executives takes place in the nomination committee and the audit committee. These two committees have submitted their respective proposals to the board of directors.
The nomination committee proposes the annual fee to be paid to:
The fees are determined by the shareholders in the annual general meeting.
The board proposes and determines the remuneration to the CEO. The CEO determines the remuneration to the senior management team within the framework he has agreed with the board.
Mo i Rana, Norway, 20 March 2024 The board of directors – Rana Gruber ASA
Morten Støver Kristian Adolfsen Frode Nilsen Ragnhild Wiborg Hilde Rolandsen Chair Director Director Director Director
Henriette Zahl Pedersen Johan Hovind Lasse Strøm Director Director Director
Statsautoriserte revisorer Ernst & Young AS
Stortorvet 7, 0155 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
To the General Meeting of Rana Gruber ASA
We have performed an assurance engagement to obtain reasonable assurance that Rana Gruber ASA's report on salary and other remuneration to directors (the remuneration report) for the financial year ended 31 December 2023 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.
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.
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. The firm applies International Standard on Quality Management, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
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, 20 March 2024 Ernst & Young AS Johan Lid Nordby State Authorised Public Accountant (This document is signed electronically)
A member firm of Ernst & Young Global Limited
P.O. box 434 NO-8601 Mo NORWAY
Rana Gruber ASA Mjølanveien 29 NO-8622 Mo i Rana NORWAY
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