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Scana — AGM Information 2015
Sep 9, 2015
3736_iss_2015-09-09_1273e1d6-899c-40b2-9f7c-c256914688ad.html
AGM Information
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SCANA INDUSTRIER ASA - EXTRAORDINARY GENERAL MEETING - NOMINATION COMMITEE
SCANA INDUSTRIER ASA - EXTRAORDINARY GENERAL MEETING - NOMINATION COMMITEE
With reference to the announcement of 20 August 2015 regarding extraordinary
general meeting on the 10 September 2015.
The Board of Directors have had the following members after the annual General
Meeting in May:
* Bjørn Torkildsen (Chairman of the Board) (2014-2016)
* John Arild Ertvaag (Deputy Chairman) (2015-2017)
* Elisabeth Saupstad (2014-2016)
* Per Ravnestad (2014-2016)
* Martha K. Bakkevig (2015-2017)
Chairman of the Board Bjørn Torkildsen is from 1 September the companys new CEO
and resigned from the board the same date. Deputy Chairman also wanted to leave
the Board.
New representatives need to be selected for both positions. Since the two board
members who leave the board have the positions as Chairman and Deputy Chairman,
it must also be determined who will take over these functions.
The Nomination Committee suggests the following:
The Nomination Committee has been in contact with some of the Board members and
the largest owners of the company. The Nomination Committee finds that the
restructuring and reform process that the company has been through now
essentially has been clarified. There will still be a need for continuity in the
Board to get the full effect of the restructuring and reform process, however
necessary continuity in the Board should be handled by the three remaining
directors while these also have good relations with the new CEO. The Election
Committee proposes the election of two new board members recruited from the
largest shareholders in the company. The two proposed is Sindre Ertvaag and Carl
Christian Krefting.
As new Chairman and Deputy Chairman are proposed respectively Per Ravnestad and
Martha K. Bakkevig. They are both in the Board of Directors today and they have
both been in the Board for several years. Thereby safeguarding the need for the
required insight and continuity on the board going forward in time.
The nomination committees proposal for board composition is:
* Per Ravnestad, Chairman of the Board for the period 2015-2016
* Martha K. Bakkevig, Deputy Chairman for the period 2015-2017
* Carl Christian Krefting, Board member for the period 2015-2017
* Sindre Ertvaag, Board member for the period 2015-2016.
* Elisabeth Saupstad, Board member for the period 2014-2016.
They all have agreed to the positions.
The term that is now proposed for the three former board members is based on the
term they are currently selected for, even though two of them get a new feature,
respectively Chairman of the Board and Deputy Chairman. The term for the two new
board members are proposed respectively 2 years and 1 year based on the fact
that respectively two and three directors should be elected annually. The term
for the new Chairman of the Board (1 year) and new Deputy chairman (2 years) is
based on that these should not be up for election in the same year.
The nomination committees take into account all these considerations.
Compensation:
Board compensation for 2015-2016 was approved by the AGM on 26 May 2015.
Compensation to the two resigning directors (Chairman and Deputy Chairman) is
determined as 3.5/12 previously stipulated fees for both Chairman and Deputy
Chairman, ie respectively NOK 116,667.- and NOK 87,500.-. The fee for the two
new Board members is determined as 8.5/12 of the approved remuneration for Board
members, ie NOK 177,083.-. For the new Chairman and Deputy Chairman, who where
former Board members, the fee for 2015-2016 is set to previously established
Board member fee for 3.5/12 of the period, and payment for the positions as
Chairman and Deputy Chairman is set to previously established fixed remuneration
for these functions in 8.5/12 period, which gives a total of NOK 356,250.- for
the Chairman of the Board, and NOK 285,417.- for the Deputy Chairman.
For the nomination and compensation committees work in connection with the
Extraordinary General Meeting in September 2015 proposed compensation are set
to:
* Chairman: NOK 20,000.-
* Other members: NOK 12,000.-
All information about the Extraordinary General Meeting is available on Scana's
website at www.scana.no.
For further information please contact:
Mr. Kjetil Flesjå, CFO Scana Industrier ASA, Mobile: +47 900 41 213
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
[HUG#1950813]