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Techstep ASA — AGM Information 2021
Mar 26, 2021
3770_rns_2021-03-26_3ca5ebc0-6069-4de6-9d2d-1ae118117798.pdf
AGM Information
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Proposal from the Nomination Committee to the Annual General Meeting of Techstep ASA to be held on 22 April 2021
The Nomination Committee in Techstep ASA (the "Company") currently consists of the following members:
- Harald Arnet
- Jonatan Raknes
All of the members of the Nomination Committee were elected at the Company's Annual General Meeting on 22 June 2020.
The Nomination Committee shall in accordance with the Articles of Association of the Company make recommendations for the candidates for members of the Board of Directors and proposals for the remuneration of the Board of Directors. The Nomination Committee has held several meetings prior to publication of the notice of the Annual General Meeting to be held on 22 April 2021.
The Nomination Committee makes the following proposals to the Annual General Meeting 2021:
1 Election of Board of Directors
All the members of the Board of Directors, including the deputy board member, were elected on the Annual General Meeting in 2019, and therefore are all positions on the board to be elected at the general meeting, cf. the Public Limited Liability Companies Act sections 6-6 and 6-9. Jens Rugseth, Einar J. Greve, Anders Brandt, Ingrid Leisner, Toril Nag and Jan Haudemann-Andersen (deputy board member) are therefore on election at the Annual General Meeting in 2021.
- The Nomination Committee proposes that Jens Rugseth is re-elected to the Board of Directors as Chairman of the Board.
- The Nomination Committee proposes that Einar J. Greve, Anders Brandt, and Ingrid Leisner are re-elected to the Board of Directors as members of the Board.
- The Nomination Committee proposes that Melissa Mulholland replaces Toril Nag as member of the Board, see appendix 1 for short bio.
- The Nomination Committee proposes that Jan Haudemann-Andersen is re-elected to the Board of Directors as deputy board member.
If the general meeting elects these candidates, the Company's Board of Directors will consist of the following directors:
- Jens Rugseth, with election period up to the Annual General Meeting in 2023;
- Einar J. Greve, with election period up to the Annual General Meeting in 2023;
- Ingrid Elvira Leisner, with election period up to the Annual General Meeting in 2023;
- Anders Brandt, with election period up to the Annual General Meeting in 2023;
- Melissa Mulholland, with election period up to the Annual General Meeting in 2023;
- Jan Haudemann-Andersen, with election period up to the Annual General Meeting in 2023;
2 Remuneration of the Board of Directors
For the period commencing on the Annual General Meeting 2021 and until the Annual General Meeting in 2022 the Nomination Committee proposes that the Board of Directors are entitled to a remuneration in accordance with the following:
- Chairman NOK 500,000 per year
- Board member NOK 250,000 per year.
The Nomination Committee recommends that the remuneration will be paid in advance each quarter.
The Nomination Committee has based its work on remuneration on a review of comparable companies' remuneration levels for their Boards of Directors.
The Nomination Committee believes the current level is similar to that of comparable listed companies in Norway, the Nomination Committee therefore believes that the proposal represents a competitive level of remuneration, corresponding to responsibilities, competence requirements and workload.
3 Remuneration of the Audit Committee
For the period commencing on the Annual General Meeting 2021 and until the Annual General Meeting 2022, the Nomination Committee proposes that the Audit Committee are entitled to a remuneration in accordance with the following:
• Chairman NOK 50,000 per year and Board member NOK 35,000 per year
Melissa Mulholland – Short Bio:
Chief Executive Officer of Crayon, a digital transformation expert that through innovation and services helps companies worldwide leverage the power of technology to drive the greater good.
Prior to Crayon, Melissa spent 12 years at Microsoft, leading strategy and business development worldwide to help businesses be profitable through cloud transformation.
Prior to Microsoft, spent two years at Intel Corporation, driving a cross-company analysis into the effectiveness of using recycled chips for solar technology, to reduce fixed costs. This work contributed to Intel's success in ranking as one of the top 10 "Greenest" U.S. companies.
Melissa is an entrepreneurial technologist, focused on applying technology to improve the quality of life for all. She has authored 12 books focused on how to build a business in the Cloud and is a board advisor for SHE, Europe's largest gender equality conference.