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Seabird Explorat — Proxy Solicitation & Information Statement 2010
Apr 15, 2010
9920_rns_2010-04-15_3b44ea9b-1281-4d24-8079-8981f4eebb65.pdf
Proxy Solicitation & Information Statement
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SEABIRD EXPLORATION LIMITED PLC
RECOMMENDATION BY THE NOMINATION COMMITTEE
In connection with the Company's Annual General Meeting to be held in May 2010, the Nomination Committee unanimously submits the following recommendation:
- THE NOMINATION COMMITTEE
The Nomination Committee ("the Committee") is by the General Meeting given mandate to evaluate and recommend candidates for shareholder appointed directors, as well as to propose remuneration for the Board of Directors. The Committee sets its own charter.
The following were elected at the last Annual General Meeting, and has constituted the Nomination Committee of SeaBird Exploration Limited ("the Company"):
- Mr. Thomas Aanmoen (Chairman)
- Mr. Kjell Mathiassen
- Mr. Dag Reynolds
Since the Annual General Meeting in 2009, the Nomination Committee has several conferences, and has taken advice from principal shareholders. The Committee has also in its work taken into consideration applicable principles for corporate governance.
On this background, on the background of what is perceived as a desired total competence pool of the Board, of the Committee has evaluated the proposal for the composition of the Board going forward. The Committee has also reached agreement on a recommendation on remuneration issues and composition of the Committee going forward.
- ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS
Today the Board of Directors consists of the following persons:
- Mr. Frans Malmros (Chairman)
- Mr. Jan-Eivind Fondal
- Mr. Robert Lane
- Mr. Ola Lorentzon
- Mr. Melvin Teigen
- Mr. Tim Isden
- Mr. Kjell Mathiassen
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On the Annual General Meeting in 2009, three directors were elected for a period of two years. Therefore, three directors from the current board of directors will continue as directors until the Annual General Meeting in 2011. The three directors are:
- Mr. Frans Malmros
- Mr. Kjell Mathiassen
- Mr. Melvin Teigen
After close evaluation and based on the information available to it, the Committee has found that the current number of directors is adequate for the Company.
After an overall evaluation of the total competence pool represented at the Board and based on the information available to it, the Committee proposes the re-election of the four board members whose term expires at this AGM. Hence, it is proposed that Mr. Fondal, Mr. Lane, Mr. Lorentzon and Mr. Isden are re-elected to the Board for a new two-year term. The Committee has in this respect put emphasis on what it believes to be a need for continuity.
Brief curriculum vitae for the directors can be found in the Company's Annual Report.
3. REMUNERATION FOR THE BOARD OF DIRECTORS
The Nomination Committee is responsible for proposing remuneration to the Board of Directors. The remuneration should reflect the responsibilities of the Board, their professional skills, time spent and the complexity of the enterprise.
In 2008 and 2009, the shareholders resolved a remuneration of the directors at a rate of USD 40,000 to each Director and 50,000 to the chairman of the Board for service from the relevant annual general meeting to the next.
After an overall assessment, the Committee has decided to recommend that the total remuneration for the period from the annual general meeting of 2010 and until the annual general meeting of 2011 should remain at the same level and following the same principle.
4. ELECTION OF MEMBERS OF THE NOMINATION COMMITTEE
In accordance with the reigning principles for Corporate Governance, the Nomination Committee has been given mandate to propose candidates for election to the Committee. This secures the Committee's independence from the Board and the management.
The Nomination Committee recommends that the number of members of the Committee is kept on the same level as it is today. None of the current member of the Nomination Committee has indicated that they want to resign. Hence, the committee proposes no changes in the composition of the committee.
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5. REMUNERATION FOR THE NOMINATION COMMITTEE
On the grounds of the Committee’s independence and central position in the Company, the remuneration for the members of the Committee should be appropriate for the assignment’s character and time usage. The Committee is by the General Meeting given authority to recommend its own remuneration.
The Nomination Committee proposes the member of the Nomination Committee receive USD 5,000 for their services until the next AGM. Mr. Mathiassen, however, who is a director of the Company, has declared that he on such basis waives any fees for the service as a member of the Committee. The Chairman of the Committee has also waived set fees for his service, but it is proposed that he may instead invoice the Company for the time spent at ordinary Norwegian lawyers’ rates.
Oslo, 12 April 2010
Chairman of the Nomination Committee, on behalf of the Committee