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Storebrand ASA — Proxy Solicitation & Information Statement 2010
Mar 30, 2010
3766_rns_2010-03-30_e9fc6a6f-65ac-4e1f-9cbf-a084f08e38a5.pdf
Proxy Solicitation & Information Statement
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storebrand
NOTICE OF ANNUAL GENERAL MEETING OF STOREBRAND ASA
Wednesday, 21 April 2010 at 4.30 PM
at the Felix Konferansesenter, Felix 1, Bryggetorget 3, Oslo
The Board of Directors has drawn up the following draft agenda:
- Opening of the Annual General Meeting
- Presentation of register listing shareholders and proxies present
- Adoption of meeting notice and agenda
- Election of two persons to sign the minutes together with the Meeting Chairman
- Briefing on activities
- Presentation of the 2009 Annual Financial Statement and adoption of Annual Accounts and Annual Report
The Board of Directors proposes that no dividends be paid for 2009 - Board statement on remuneration of executive employees
- Authorisation to the Board of Directors to let the Company acquire shares in Storebrand ASA for the purpose of offering redemption of shareholders holding small blocks of shares
- Amendments to the Articles of Association
- Instructions for the Election Committee of Storebrand ASA
- Election of members and alternates to the Board of Representatives, including proposal for the Board of Representatives regarding who should be elected Chairman and Deputy Chairperson.
- Election of members for the Election Committee
- Election of members and alternate to the Control Committee
- Remuneration of the Board of Representatives, the Election Committee and the Control Committee
- Adoption of auditor's remuneration, including the Board of Directors' statement on allocation of remuneration between auditing and other services
- Closing of the Annual General Meeting
The Annual General Meeting will be opened and chaired by the Chairman of the Board of Representatives. This Notice of the Annual General Meeting with enclosures, Storebrand's 2009 Annual Report (including the 2009 Annual Report and Accounts, the 2009 Auditor's Report, the Control Committee's 2009 Statement and the 2009 Statement of the Board of Representatives), as well as the Registration and Proxy Forms will be sent to all shareholders registered with the Norwegian Central Securities Depositary (VPS) as of 24 March 2010.
Shareholders who wish to attend the Annual General Meeting in person or by proxy must notify the Company's account manager, Nordea Bank Norge ASA, Verdipapirservice, P.O. Box 1166 Sentrum, NO-0107 Oslo, Norway no later than 16 April 2010 at 4.00 PM. Please use the enclosed meeting/proxy form (which contains detailed instructions for using the form). Registration can also be done electronically via the Company's web site at www.storebrand.no/ir
Storebrand ASA is a public limited company subject to the rules of the Norwegian Public Limited Companies Act. As of the date of the Notice, the Company has issued 449,909,891 shares and each share carries one vote. The shares have equal rights in all other respects also. As of the date of this Notice, the Company holds 3,730,304 of its own shares with no voting rights. For information relating to shareholders' rights to put forward proposals for adoption, etc. and the right to request information under sections 5-11 and 5-15 of the Norwegian Public Limited Liability Companies Act, please visit the Company's web site at www.storebrand.no/ir
Lysaker, 29 March 2010
Terje R. Venold
Chairman of the Board of Representatives
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Agenda Item 7 – Annex
The Board's Statement Regarding Stipulation of Wages and Other Remuneration for Executive Employees as set out in section 6-16 a of the Norwegian Public Limited Companies Act shall be put before the Annual General Meeting for an advisory vote as regards indicative guidelines for the next financial year, and for adoption in respect of guidelines relating to shares, subscription rights, options etc. for the next financial year.
The Statement is worded as follows:
STOREBRAND ASA – STATEMENT OF THE BOARD
REGARDING STIPULATION OF WAGES AND OTHER REMUNERATION FOR EXECUTIVE EMPLOYEES
The Board of Directors of Storebrand ASA has had a special Remuneration Committee since 2000. The Remuneration Committee is tasked with advising the Board of Directors in all matters relating to the Company's remuneration of its Chief Executive Officer. The Committee is responsible for keeping itself informed and for proposing guidelines for stipulating compensation for the Group's executive employees. The Committee also acts as an advisory body for the Chief Executive Officer in relation to remuneration schemes that include all employees of the Storebrand Group, including Storebrand's bonus and pension schemes.
1. Indicative Guidelines for the Next Financial Year
Storebrand must be able to rely on competitive and motivating remuneration principles that can attract, develop and retain highly qualified employees. It is an objective for the overall remuneration system over time to move toward a lower share of fixed wages and salaries and a higher share of bonuses. Wages for executive employees are determined based on the responsibility and complexity of their position. Comparisons with similar external positions are performed regularly to adjust salary levels to the market. Storebrand does not wish to be an industry segment leader with respect to salaries. The target for fixed salaries should be the median for corresponding positions; the target level for fixed salaries and expected bonuses should be in the upper quartile for corresponding positions.
In addition to fixed salaries, executive employees of Storebrand may be eligible for remuneration in the form of annual bonuses, participation in the Group's joint pension scheme, remuneration in kind in the form of free newspaper subscriptions, telephone, company car as well as other perquisites. Executive employees will also be eligible to join a post-employment scheme guaranteeing a salary, less other income, for a specified period of time of no less than 24 months after termination of employment.
2. Binding Guidelines for Shares, Subscription Rights, Options, etc. for the Next Financial Year
2.1 Detailed Information about the Bonus System
The Storebrand Group's bonus scheme offered as a supplement to base salaries is a performance-related bonus system linked to the Group's value-based management system. The value creation in the Group finances the bonus, while employees' individual performances determine the share of the financed bonuses that is awarded. Annually, specific quantitative goals are established for how the value creation in the Company provides financing for the bonus system. The Group must also meet equity ratio goals in order to be able to finance the bonus system. Also, specific goals are established annually for employee performances, which are documented in a separate tracking system.
For most employees, the awarded bonuses are paid out directly. For executive and key employees individual bonus banks have been created. For these employees, awarded bonuses will be deposited in the bonus bank. The contributed amount is divided into two portions: one accrues interest at bank rate and one follows the development of the Storebrand share. One-third of the balance is paid out annually. The bonus scheme described above has functioned unchanged since 2001. A long-term incentive scheme has been established for members of the Group executive management team and a few other executive employees, with the exception of the Group Chief Executive Officer. In this scheme, half of the paid-out bonus after tax must be spent purchasing shares in Storebrand at market value. Such shares have a three-year lock-in period so that the holding for participants on a three-to-five year horizon—based on reasonable assumptions—be able to constitute approximately one year's salary.
For the Group executive management team, the bonus level should develop to a level of 50 percent of the fixed salary over time. The actual annually awarded total bonus, i.e. contributions to the bonus bank, should not be able to exceed 100 percent of the fixed salary. This corresponds to a ceiling of 200 percent of the anticipated bonus level.
The Group's bonus schemes, including the long-term incentive scheme, will be subject to a more detailed review and assessment in 2010 with a view to perform adjustments, if relevant. Changes may be made based on this, but only within the already established schemes as described.
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2.2 Employee Share Programme
Like other Storebrand employees, executive employees are given the opportunity to purchase a limited number of shares in Storebrand ASA at a discount in accordance with an employee share programme. There is a one-year lock-in period for this scheme.
3. Executive Salary Policy Applied in 2009
The executive salary policy applied in 2009 was based on the Statement Regarding Stipulation of Wages for Executive Employees, which was considered at the Annual General Meeting in April 2009. The Group executive management has an average of about 37.5 percent in expected bonuses calculated in relation to fixed salary. The targeted requirements for financing bonuses were not met during the earnings year of 2008. Therefore, bonuses were not awarded to executive employees based on the results and performance in 2008. Payments from the bonus bank in 2009 were made in accordance with the rules and regulations by paying out one-third of existing contributions to the bonus bank—after calculated returns of, respectively, the bank rate and the development of the Storebrand share from 1 January 2008 to 31 December 2008. For 2008, the return on bonus bank balances was about –37 percent. On 10 June 2008 the Board of Directors of Storebrand adopted a Long-Term Incentive scheme for executive employees (LTI) in accordance with the resolution adopted at the Annual General Meeting on 23 April 2008. The scheme applied to the Group management team and other select key persons. Because no bonuses were awarded in accordance with the general bonus scheme for the earnings year of 2008, the further escalation of the LTI scheme will start in 2010, based on earned bonuses, if any, for 2009. For earnings year 2009, the conditions were in place for regular bonus financing. Therefore, bonus bank contributions have been made for executive employees for this year. For 2009, the average bonus bank return was about 70 percent.
4. Presentation of the Effects for the Company and Shareholders of Agreements Relating to Share-Based Remuneration
In accordance with the LTI scheme, half of the Group Chief Executive Officers' paid-out bonus is spent on purchasing shares in Storebrand ASA at market value and with a three-year lock-in period.
In the assessment of the Board, this has had no negative consequences for the Company and the shareholders, given how the scheme is structured and the size of the individual Group Chief Executive Officer's portfolio of shares in Storebrand ASA.
The Board of Directors proposes that the Annual General Meeting adopt the following resolution:
"The Annual General Meeting held an advisory vote on indicative guidelines for wages and other remuneration for executive employees for the next financial year.
The Annual General Meeting adopted the portion of the guidelines that applied to payments as mentioned in section 6-16a, first paragraph, third sentence, item no. 3 of the Norwegian Public Limited Companies Act, including the Group's bonus system and long-term incentive scheme for executive employees."
Agenda Item 8 – Annex: Proposal to Grant the Board the Authority to Acquire the Company's Own Shares
Storebrand wishes to give shareholders holding small blocks of shares the opportunity to redeem their shares. There are many shareholders who contact Storebrand requesting redemption of small share blocks. On the basis of this, the Board hereby requests the AGM to grant the authority to let Storebrand ASA acquire the Company's own shares for the purpose of offering redemption to shareholders holding up to 200 shares.
On that basis, the Board of Directors proposes that the Annual General Meeting adopt the following resolution:
"The AGM of Storebrand ASA hereby grants the Board the authority to have the Company acquire shares in Storebrand ASA for a total nominal value not to exceed NOK 5,000,000 (corresponding to 1,000,000 shares). The lowest and highest amount that may be paid per share shall be, respectively, NOK 5 and 100. Acquisition of own shares pursuant to this adopted resolution shall only be effected for the purpose of giving shareholders with holdings of up to 200 shares the opportunity to redeem their shares. This authorisation shall remain in effect until the next AGM."
Agenda Item 9 – Annex: Amendments to the Articles of Association
The Board proposes that the AGM adopt the following amendments to the Articles of Association, which will enter into effect on the date the amendments are approved by the Financial Supervisory Authority of Norway (Finanstilsynet).
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Proposed Amendment 1:
Storebrand has moved its principal office to Lysaker in Bærum Municipality. The registered office listed in the Articles of Association therefore needs to be amended. Additionally, it is proposed that the AGM may be held both in the municipality where the Company is registered and in the City of Oslo.
Based on this, it is proposed that art. 1-1, second paragraph of the Articles of Association be amended
from: “The registered office shall be in the City of Oslo.”
to: “The registered office shall be in Bærum Municipality.”
Additionally, it is proposed that a new second sentence be added to art. 2-7, first paragraph of the Articles of Association:
“The AGM shall be held in the municipality where the Company has its registered office or in the City of Oslo.”
Proposed Amendment 2:
EU Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies was implemented into Norwegian law, pursuant to Norwegian Act of 19 June 2009 No 77 relating to changes to the Norwegian Limited Liability Companies Act and the Public Limited Liability Companies Act. The amendments to the Public Limited Liability Companies Act mainly concern rules relating to issuing notices of and the holding of annual general meetings. The mandatory requirements for the Company brought about by the changes in law must be included in the Articles of Association. The changes in law also give the Company the discretion to introduce certain provisions, which are described in greater detail below.
The reason for the proposed amendment of art. 2-7, second paragraph, second sentence, of the Articles of Association is that the time limit for giving notice of the annual general meeting has changed from two weeks to 21 days. The basis for the proposed new art. 2-7, third paragraph, is to limit the costs related to holding annual general meetings.
It is proposed that art. 2-7, second paragraph, second sentence of the Articles of Association be amended:
from: “The notice of the annual general meeting shall be sent out to all shareholders with a known address no later than two weeks before the meeting is held.”
to: “The notice of the annual general meeting shall be sent out to all shareholders with a known address no later than 21 days before the meeting is held.”
It is proposed that art. 2-7 be amended by adding the following new third paragraph:
“If documents concerning the business to be transacted at the annual general meeting have been made available to shareholders on the Company’s web site, the requirements contained in the Norwegian Public Limited Companies Act or the Articles of Association that the documents shall be sent to shareholders shall not apply. This shall also apply to documents which, under the Norwegian Public Limited Companies Act or the Articles of Association, shall be included in or enclosed with the notice of the annual general meeting. A shareholder may nevertheless require that documents be sent to him or her that concern business to be transacted at the annual general meeting.
After this, the current third paragraph will become the new fourth paragraph.
Proposed Amendment 3:
Under Agenda Item 10, the Election Committee is submitting a proposal for guidelines to be provided by the Annual General Meeting to the Election Committee. A proposal is also submitted to amend the composition of the Election Committee by cancelling the employee observer’s role and to have employees elect a representative who will instead attend meetings as a permanent member of the Committee for the discussion of matters relating to the elections and nominations of the chairman, deputy chairman of the Board of Representatives and the Chairman of the Board. Additionally, it is proposed that the employee representative shall be permitted to attend the Election Committee’s meetings in other contexts where considered natural, upon receiving notice from the Committee’s Chairman. The reason for the Election Committee’s proposed amendments relating to employee representation is that, after this, employees will be represented by a permanent member when the Committee transacts business in respect of which it is relevant and practical for employees to have direct influence while also giving the Committee Chairman the desired flexibility to summon the employee representative when deemed desirable.
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It is proposed that art. 2-10, first paragraph, third and fourth sentences of the Articles of Association be amended:
from: "Employees shall elect an observer to the Committee. The observer shall participate as a permanent member when nominating for election the Chairman of the Board and for nominating for election the chairman and deputy chairman of the Board of Representatives."
to: "Additionally, a representative for the employees shall participate as a permanent member at discussions and nominations for election of the chairman and deputy chairman of the Board of Representatives and the Chairman of the Board as well as in other contexts where deemed natural, upon receiving notice from the Chairman of the Committee."
It is proposed that art. 2-10 of the Articles of Association be amended by adding the following new second paragraph:
"In its work, the Election Committee shall follow the instructions as established by the Annual General Meeting."
After this, the current second and third paragraph will become the new third and fourth paragraphs.
Proposed Amendment 4:
It is proposed that art. 2-6, second paragraph, no 2 and art. 2-10, second paragraph, no 4 of the Articles of Association be amended to conform to the current art. 2-2 of the Articles of Association that the composition of the Board of Directors may be nine or ten members. The proposed amendments of articles 2-8 and 3-1 of the Articles of Association are of an editorial nature.
On this basis, it is proposed that art. 2-6, second paragraph, no 2 of the Articles of Association be amended:
from: "Elect six members to the Board of Directors, including the Chairman of the Board and establish the compensation of the Board."
to: "Elect 6 or 7 members to the Board of Directors, including the Chairman of the Board and establish the compensation of the Board."
It is proposed that art. 2-10, second paragraph, no 4 of the Articles of Association be amended:
from: "the Board of Representatives' election of six members to the Board and the Chairman of the Board."
to: "the Board of Representatives' election of 6 or 7 members to the Board and the Chairman of the Board."
It is proposed that art. 2-8, first paragraph of the Articles of Association be amended (Norwegian language change only):
from: "The Annual General Meeting shall be chaired by the Chairman of the Board of Representatives, if relevant by his or her Deputy Chairman, and in the absence of both, by the Chairman of the Board."
to: "The Annual General Meeting shall be chaired by the Chairman of the Board of Representatives, if relevant by his or her Deputy Chairman, and in the absence of both, by the Chairman of the Board."
It is proposed that art. 2-8, second paragraph, no 11 of the Articles of Association be amended:
from: "shall decide on the remuneration of members of the Board of Representatives and the Control Committee as well as the Election Committee,"
to: "shall approve the remuneration of members of the Board of Representatives, the Control Committee and the Election Committee,"
It is proposed that art. 2-8, second paragraph, no 12 of the Articles of Association be amended:
from: "shall decide on the approval of the auditor's remuneration,"
to: "shall approve the remuneration of the auditor,"
It is proposed that art. 3-1, second paragraph of the Articles of Association be amended:
from: "Amendments to the Articles of Association shall be subject to the approval of the Norwegian Financial Supervisory Authority (Kredittilsynet)."
to: "Amendments to the Articles of Association shall be subject to the approval of the Norwegian Financial Supervisory Authority (Finanstilsynet)."
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Agenda Item 10 - Annex: Instructions for the Election Committee of Storebrand ASA
It is proposed that the Annual General Meeting adopt the following instructions for the Election Committee of Storebrand ASA:
1. Purpose
The Election Committee shall contribute to the election of competent and dedicated representatives focused on value creation. It is a goal for the representatives to be able to jointly challenge and inspire the day-to-day management within the Company's business areas.
2. Composition, Term of Office and Remuneration
The Election Committee shall have four or five members, dependent on whether the Board of Representatives elects the Election Committee's Chairman as chair. The members should mirror the interests of the shareholder community.
Additionally, an employee representative shall participate as a permanent member at discussions and nominations for election of the Chairman and Deputy Chairman of the Board of Representatives and the Chairman of the Board as well as in other contexts when deemed natural, upon receiving notice from the Chairman of the Committee.
The election period shall be one year, calculated from the annual general meeting until the next year's annual general meeting.
The Election Committee shall propose remuneration for itself, and shall, among other things, take into consideration the importance of providing financial compensation for the Committee's use of time and the thoroughness of its work.
3. Tasks of Election Committee
3.1 The Election Committee shall propose candidates to the Annual General Meeting for
- Members and alternates for the Board of Representatives,
- The Annual General Meeting's proposal for candidate to the office as chairman and deputy chairman of the Board of Representatives,
- Members, alternates and Chairman of the Control Committee,
- Members and Chairman of the Election Committee,
as well as propose remuneration for the Board of Representatives, the Election Committee and the Control Committee.
3.2 The Election Committee shall propose candidates to the Board of Representatives for
- Chairman and deputy chairman,
- Members of the Board,
- Chairman of the Board,
as well as propose remuneration for the Board.
4. Meetings of the Election Committee
The Election Committee shall be convened by the Committee's Chairman and shall conduct meetings as often as necessary. Any member may require that a meeting be convened. Minutes shall be kept of the meetings.
The Committee shall be convened for its first meeting immediately after the annual general meeting in order to draw up the Committee's proposals for candidates to the Board of Representatives' election of board members and the Board's chairman as well as chairman and deputy chairman of the Board of Representatives. The proposals should be prepared by the Committee that is stepping down.
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5. Assessments of the Election Committee
The Election Committee shall emphasise that all proposed candidates possess the requisite competence, experience and capacity to carry out their duties satisfactorily. Both sexes shall be represented across all bodies.
In accordance with the Norwegian Code of Practice for Corporate Governance, in proposing members for the Election Committee due consideration should be given to serving the shareholder community's interests. Members should be independent of the Board and the executive employees.
In accordance with the Norwegian Code of Practice for Corporate Governance, in proposing members for the Board, due consideration should be given to serving the shareholder community's interests. Board members should be independent of the day-to-day management of the Company.
The Committee should base its remuneration proposals on information about the size of remuneration of representatives in other companies relevant for comparison.
6. Work of the Election Committee
The Election Committee shall collect the information it deems relevant for its assessments. The Committee shall be open for input and shall perform active searches in relation to the shareholder community and anchor its recommendations with the largest shareholders.
The Election Committee may pull on resources from within the Company and obtain advice and recommendations from sources outside the Company. The Committee may contact and utilise external advisors.
The Election Committee should have contact with members of the Board of Representatives, the Board and the day-to-day management. The Board's assessment of its own activities and competence shall be presented to the Committee. The Chairman of the Board shall appear before the Committee to provide a briefing on the assessment.
The Election Committee shall execute required aptitude assessments of all proposed candidates in advance of a nomination. Additionally, the Election Committee shall inquire of the persons whose re-election is proposed if there are changes in the information that originally formed the basis for their aptitude assessment.
7. Recommendations of the Election Committee
The recommendations of the Election Committee shall contain information relating to the competence, capacity and independence of the candidates. The information shall include age, education and professional experience. Information shall be provided relating to how long the candidates have been a representative in the Company, if relevant, about any engagements for the Company as well as significant assignments for other companies and organisations.
Recommendations for the Annual General Meeting shall be sent out to shareholders along with the Notice of the Annual General Meeting. Recommendations for the Board of Representatives shall be enclosed with the Notice of the Meeting of the Board of Representatives at which the recommendations are considered.
Agenda Item 11 – Annex: Election of Members and Alternates for the Board of Representatives
The identical boards of representatives for Storebrand ASA, Storebrand Livsforsikring AS, Storebrand Bank ASA, Storebrand Boligkreditt AS and Storebrand Eiendomskreditt AS are composed of eighteen members and seven alternates. Twelve of the eighteen members and five of the seven alternates are elected by the shareholders at the Annual General Meeting. The other six members and two alternates are elected by and from among the employees. Seven members and two alternates among the representatives elected by shareholders are up for election in 2010.
In its work the Election Committee has stressed that the composition of the Board of Representatives be balanced and is broadly representative of the Company's shareholders as well as mirroring the Company's customer structure, business and social function. Both women and men shall be represented.
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Persons eligible for election should
- possess the necessary and relevant competence and experience to carry out their duties in a satisfactory and responsible manner,
- have no conflicts of interest and have the integrity required for the position as well as
- be interested in Storebrand's affairs and be able to evaluate all cases on the basis of Storebrand's interests.
The Election Committee therefore—and with reference to art. 2-8, second paragraph, no 6 of the Articles of Association—proposes the following persons for election as members and alternates of the Board of Representatives:
Members:
| Name | Born | Education | Experience | |
|---|---|---|---|---|
| Terje R. Venold | Re-election | 1950 | 1970-73: Norwegian School of Management (BI), MSc/ Business | 1981-today: Veidekke ASA |
| 1989-today: Group CEO | ||||
| 1988-89: Deputy Managing Director | ||||
| 1985-88: Director of Finance | ||||
| 1981-85: Financial Manager | ||||
| 1979-81: Blystad-Gruppen, Financial Manager | ||||
| 1974-79: Norsk Data A/S, Financial Secretary/Accounts Manager | ||||
| Vibeke Hammer Madsen | Re-election | 1955 | 1990: Personnel Management and Competence Development, Norwegian School of Economics and Business Administration (NHH) | |
| 1981: Marketing, Norwegian School of Management | ||||
| 1979: Norwegian School of Radiography | 2002-today: Federation of Norwegian Commercial and Service Enterprises, Managing Director | |||
| 1999-02: PA Consulting Group, Partner | ||||
| 1993-99: Statoil, HR Director & Business Support | ||||
| 1983-93: Norwegian Association of Local and Regional Authorities (KS) | ||||
| Marianne Lie | Re-election | 1962 | 1976: Law and Political Science, University of Oslo (UiO) | 2008-today: Vox Politica, Partner |
| 2008-today: Nordic American Tanker Shipping, Advisor | ||||
| 2002-08: Norwegian Shipowners Association (NSA), Director General | ||||
| 2001-02: Helsevakten Telemed, Managing Director | ||||
| 1998-01: Vattenfall Norge AS, Managing Director | ||||
| 1995-97: NSA, Director | ||||
| 1993-95: NSA, Manager | ||||
| 1988-93: NSA, Advisor | ||||
| Pål Syversen | New Member | 1956 | 1981: MSc/Business | 2003-today: MøllerGruppen, Group CEO |
| 2002-03: Møller Bil, CEO | ||||
| 1996-today: MøllerGruppen, CFO, Member of Group Management Team | ||||
| 1993-96: Møller Skøyen, Director/General Manager | ||||
| 1989-93: Harald A. Møller, Sales Director | ||||
| 1985-89: Harald A. Møller, Director of Finance | ||||
| 1981-85: Norsk Hydro, Project Economist | ||||
| Tore Eugen Kvalheim | New Member | 1959 | Royal Norwegian Staff College, Part I Organization and Management, Norwegian School of Economics and Business Administration (NHH) | |
| ExPhil, Political Science, University of Oslo | 2006-today: Confederation of Vocational Unions (YS), Chairman | |||
| 2001-06: YS Stat, Chairman | ||||
| 1999-01: Ministry of Labour and Administration, Advisor | ||||
| 1995-99: Military Officers' Association (BFO), Leader of Negotiations | ||||
| 1980-95: Norwegian Armed Forces |
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| Trond Berger | Re-election | 1957 | 1984: State-Authorized Public Accountant
1981: Norwegian School of Management (BI), MSc/Business | 1999-today: Schibsted ASA, Group Director, Economy and Finance
1998-99: Stormbull, Investment Director
1997-98: Nycomed ASA, Group Director, Economy and Finance and Group Director, Strategy and Business Development, Nycomed Amersham |
| --- | --- | --- | --- | --- |
| Olaug Svarva | Re-election | 1957 | 2004: Norwegian School of Economics and Business Administration (NHH)/Nordic Academy of Management (NFF), Licensed Portfolio Manager
1983: MBA, University of Denver, United States
1982: BSc in BA University of Denver, United States. | 2006-today: Folketrygdfondet, Managing Director
2004-06: SpareBank 1 Livsforsikring, Investment Director
2001-04: SpareBank 1 Aktiv Forvaltning ASA, Managing Director
1991-01: Folketrygdfondet
1998-01: Investment Director, Equity
1994-98: Head of Investments
1991-94: Portfolio Manager
1988-91: Carnegie, Financial Analyst
1987-88: DnC PLS, Financial Analyst
1985-87: DnC Oslo, Financial Analyst
1982-85: Factoring Finans, Engagement Manager |
Alternates:
| Name | Born | Education | Experience | |
|---|---|---|---|---|
| Lars Tronsgaard | Re-election | 1954 | MSc/Business | |
| Licensed Stockbroker | 1992-today: Folketrygdfondet, Deputy Managing Director | |||
| 1987-92: Realkreditt | ||||
| 1985-87: Chase Manhattan Bank | ||||
| 1982-85: Norcem | ||||
| 1979-82: Den norske Creditbank | ||||
| Anne-Lise Aukner | New alternate | 1956 | 1996: Alcatel Pace | |
| 1992 Alcatel International Management Programme, INSEAD, France Programme, France | ||||
| 1980 Bachelor of Laws, LLB | 2002-today: Nexans Norway, Managing Director | |||
| 2000-02: Nexans Holding Norway, Managing Director | ||||
| 1999-00: Gjensidige Forsikring, Department Director. Section Settlement Private/Agriculture (from 2000 Director of Settlement of Claims at Gjensidige) | ||||
| 1998-95: Alcatel Kabel Norge AS, Section Head, Contract Administration | ||||
| 1988-94: Alcatel STK ASA, Corporate Counsel | ||||
| 1986-88: Bik Bok Gruppen AS, Executive Secretary and Legal Counsel | ||||
| 1984-86: Skadeforsikringsselskapet Vesta, Legal Counsel | ||||
| 1981-84: Advokatfirmaet Einstabland, Skaaja og Nesheim, Solicitor's Clerk/Solicitor |
The Board of Representatives elects its Chairman and Deputy Chairman among its members as set out in art. 2-5, final paragraph of the Articles of Association. However, under art. 2-8, second paragraph, no 6, final sentence of the Articles of Association, the Annual General Meeting shall "submit proposals about who should be elected chairman and deputy chairman" of the Board of Representatives.
At the Annual General Meeting, the Election Committee proposes to the Board of Representatives that Terje Venold be re-elected as Chairman of the Board of Representatives and Vibeke Hammer Madsen as Deputy Chairman of the Board of Representatives.
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Agenda Item 12 - Annex: Election of Election Committee Members
The Annual General Meeting shall elect all members of an election committee of four members, including particularly the Chairman of the Committee as set out in art. 2-8, second paragraph, no 9 of the Articles of Association. All members of the Election Committee are up for election every year.
In its work, the Election Committee has emphasised that the Committee remains represented by broad shareholder interests, that the majority of the Committee remains independent of the Board and the day-to-day management of the companies as well as that at least one of the Committee's members is not a member of the Board of Representatives or the Board.
On that basis, the Election Committee proposes that the Annual General Meeting elect the following persons as members of the Election Committee.
| Name | Born | Education | Experience | |
|---|---|---|---|---|
| Terje R. Venold | Re-election | 1950 | 1970-73: Norwegian School of Management (BI), MSc/ Business | 1981-today: Veidekke ASA |
| 1989-today: Group CEO | ||||
| 1988-89: Deputy Managing Director | ||||
| 1985-88: Director of Finance | ||||
| 1981-85: Financial Manager | ||||
| 1979-81: Blystad-Gruppen, Financial Manager | ||||
| 1974-79: Norsk Data A/S, Financial Secretary/ Accounts Manager | ||||
| Johan H. Andresen jr. | Re-election | 1961 | 1993: MBA, the Netherlands | |
| 1988: BA, United States | 1998-today: Ferd AS, Group CEO and Owner | |||
| 1993-98: Tiedemanns Holding AS, Partner | ||||
| 1989-91: International Paper Co. Memphis, Head of Products | ||||
| Helge Leiro Baastad | Re-election | 1960 | 1984: Norwegian School of Economics and Business Administration (NHH), MBA | 2004-today: Gjensidige Forsikring BA CEO |
| 2000-04: Gjensidige Forsikring BA Group CEO | ||||
| 1998-00: Gjensidige Skade, Managing Director | ||||
| 1987-95: Jordan AS, Head of Marketing/ Marketing Director | ||||
| 1984-86: Denofa & Lilleborg Fabriker (unit of Orkla ASA) Head of Products | ||||
| Olaug Svarva | Re-election | 1957 | 2004: Norwegian School of Economics and Business Administration (NHH)/Nordic Academy of Management (NFF), Licensed Portfolio Manager | |
| 1983: MBA, University of Denver, United States | ||||
| 1982: BSc, University of Denver, United States | 2006-today: Folketrygdfondet, Managing Director | |||
| 2004-06: SpareBank 1 Livsforsikring, Investment Director | ||||
| 2001-04: SpareBank 1 Aktiv Forvaltning ASA, Managing Director | ||||
| 1991-01: Folketrygdfondet | ||||
| 1998-01: Investment Director, Equity | ||||
| 1994-98: Head of Investments | ||||
| 1991-94: Portfolio Manager | ||||
| 1988-91: Carnegie, Financial Analyst | ||||
| 1987-88: DnC PLS, Financial Analyst | ||||
| 1985-87: DnC Oslo, Financial Analyst | ||||
| 1982-85: Factoring Finans, Engagement Manager |
The Election Committee hereby proposes that Terje Venold be re-elected as Chairman of the Election Committee.
storebrand
Agenda Item 13 – Annex: Election of Control Committee Members and Alternates
The Control Committee of Storebrand ASA, with the subsidiaries Storebrand Livsforsikring AS, Storebrand Skadeforsikring AS and Oslo Reinsurance Company AS, has four members and one (regularly attending) alternate. Two of the four members as well as the alternate are up for election in 2010.
The other Group companies, Storebrand Bank ASA, Storebrand Boligkreditt AS and Storebrand Eiendomskreditt AS, maintain separate control committees with identical compositions.
In a letter to Storebrand of 11 March 2010, the Norwegian Financial Supervisory Authority (Finanstilsynet) has opened the door for Group companies—which under the law are required to have control committees—to elect one identical control committee. This will be implemented by having the control committee of the parent company—elected under section 2a-11 of the Norwegian Financial Institutions Act—elected also as the control committee for the other companies in the group with control committees.
On this basis, the Election Committee proposes that, effective as of 1 July 2010, a new identical control committee be elected for Storebrand ASA and all subsidiary and group companies specified above. The composition of the Committee will thus be established in the elections for the control committee for the parent company (the leading company in the group), which is Storebrand ASA.
The Election Committee has emphasized ensuring an organised transition to the control committee system with identical composition for the relevant companies. The Election Committee has also emphasized ensuring that the control committee retains broad competence and experience within the Group's business areas as well as within the Group's most significant risk areas. Also, for the transition to the identical control committee structure, continuity must also be ensured from the previous committees.
The Election Committee therefore, and with reference to art. 2-8, second paragraph, no 7 of the Articles of Association propose the following persons for election as members and alternate of the Control Committee from 21 April 2010 to 30 June 2010, both dates inclusive:
| Name | Born | Education | Experience | |
|---|---|---|---|---|
| Elisabeth Wille | Chairman | 1945 | 1971: Bachelor of Laws, LLB | 2004-today: Norwegian Bar Association, Advisor |
| 2001-03: Advokatfirmaet Grette DA, Partner | ||||
| 1981-00: Smith Grette Wille DA, Partner | ||||
| Ida Hjort Kraby | Member | 1960 | 1988: Bachelor of Laws, LLB | 1993-today: Office of the Attorney General, Solicitor |
| Erling Naper | Alternate | 1936 | 1962: University of Oslo, Bachelor of Laws, LLB | 1989-05: Garanti-instituttet for eksportkreditt (GIEK), Managing Director |
| 1971-87: DnC, Deputy Managing Director | ||||
| 1964-71: Hambros Bank Ltd. | ||||
| 1962-64: Sarpsborg District Recorder Office, Deputy Judge |
The Election Committee also proposes that the Annual General Meeting elect the following members and alternate for the Control Committee for Storebrand ASA – effective as of 1 July 2010 until the date mentioned by the individual candidate:
| Name | Born | Education | Experience | |
|---|---|---|---|---|
| Elisabeth Wille | Chairman | 1945 | 1971: Bachelor of Laws, LLB | 2004-today: Norwegian Bar Association, Advisor |
| 2001-03: Advokatfirmaet Grette DA, Partner | ||||
| 1981-00: Smith Grette Wille DA, Partner | ||||
| Finn Myhre | Deputy Chairman | 1943 | 1971: Bachelor of Laws, LLB | 1989-today: BAHR, Partner |
| 1979-89: DnC, Solicitor | ||||
| 1981-89: DnC, Head of Legal Department | ||||
| 1973-79: Saga Petroleum, Solicitor's Clerk | ||||
| 1972-73: Drammen District Court, Deputy Judge | ||||
| Harald Moen | Member | 1940 | 1965-68: Norwegian School of Economics and Business Administration, Bergen | 1990-today: Harald Moen AS |
| 1968-90: DnC/DnB, Deputy Managing Director from 1984 | ||||
| 1957-65: Akers Sparebank |
storebrand
| Ole Klette | Member | 1945 | 1969: Norwegian School of Economics and Business Administration, MSc/Business 1974: Norwegian School of Economics and Business Administration, Advanced Degree in Accounting and Auditing | 1988-1998: KPMG, Managing Director 1976-2007: KPMG, Partner |
|---|---|---|---|---|
| Tone Reierselmoen | Member | 1968 | 1988-92: Norwegian School of Economics and Business Administration | 2006-today: Hydro ASA, Head of HR processes 2004-06: Storebrand ASA, Storebrand Livsforsikring AS, Head of Business Management 1998-04: Storebrand, Employee, Business Management/Group Controller 1997-98: Head of Auditing, Responsibility for Storebrand Kapitalforvaltning 1995-97: Storebrand, Internal Auditor 1992-95: Central Taxation Office for Large-Sized Enterprises, Higher Executive Officer/Special Auditor |
| Ida Hjort Kraby | Alternate | 1960 | 1988: Bachelor of Laws, LLB | 1993-today: Office of the Attorney General, Solicitor |
It is proposed that Finn Myhre, Harald Moen and Ida Hjort Kraby be elected for a period extending to the Annual General Meeting in the spring of 2011. It is proposed that Elisabeth Wille, Ole Klette and Tone Reierselmoen be elected for a period extending to the Annual General Meeting in the spring of 2012.
Agenda Item 14 – Annex: Remuneration for the Board of Representatives, the Election Committee and the Control Committee
The Election Committee proposes for the Annual General Meeting's adoption that the remuneration for members and alternates of the Board of Representatives, the Control Committee (from 22 April 2010 to 30 June 2010) and for the Election Committee shall remain unchanged as follows (all figures are gross before tax):
Board of Representatives:
- Chairman NOK 105,000 + NOK 6,000 per meeting
- Deputy Chairman NOK 35,000 + NOK 6,000 per meeting
- Members NOK 6,000 per meeting
- Alternate NOK 6,000 per meeting
Election Committee:
- Chairman NOK 6,000 per meeting
- Members NOK 4,000 per meeting
Control Committee (from 22 April 2010 to 30 June 2010):
- Chairman NOK 230,000
- Members NOK 180,000
- Alternate NOK 180,000
The Election Committee proposes for the Annual General Meeting's adoption that the Control Committee receive the following fees from 1 July 2010 until the Annual General Meeting in the spring of 2011:
- Chairman NOK 310,000
- Deputy Chairman NOK 260,000
- Member NOK 220,000
- Alternate NOK 220,000
The fee rates from 1 July 2010 are based on ten meetings annually. If the number of meetings exceeds this number annually, all members shall be granted an extra fee of NOK 4,000 per meeting as of, and including, the eleventh meeting.
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