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Techstep ASA — Remuneration Information 2022
Mar 31, 2022
3770_rns_2022-03-31_5d5982d2-1b0f-44e4-b31a-2cb162bf2614.pdf
Remuneration Information
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Proposal from the Nomination Committee to the Annual General Meeting of Techstep ASA to be held on 21 April 2022
The Nomination Committee in Techstep ASA (the "Company") currently consists of the following members:
- Kyrre Høidalen (Chair)
- Jonatan Raknes
Kyrre Høidalen was elected at the Company's Extraordinary General Meeting (EGM) on 22 September 2021, while Jonatan Raknes was re-elected at the Annual General Meeting (AGM) on 22 April 2021.
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 AGM to be held on 21 April 2022.
The Nomination Committee makes the following proposals to the AGM 2022:
1 Election of Michael Jacobs as new board member
All members of the Board of Directors were elected on the AGM in 2021 (except Harald Arnet who was elected at the EGM in Sept 2021), and the election period is two years. The Nomination Committee proposes that Michael Jacobs replaces Anders Brandt as member of the Board. The committee believes Mr. Jacobs experience and competence will strengthen the Board of Directors, see appendix 1 for short bio.
If the AGM chooses to adopt the proposed resolutions, the Company's Board of Directors will comprise of the following directors:
- Jens Rugseth as chairman of the Board of Directors
- Harald Arnet, as deputy chairman of the Board of directors
- Ingrid Leisner, as Board member
- Melissa Mulholland, as Board member
- Michael Jacobs, as Board member
- Jan Haudemann-Andersen, deputy board member
2 Remuneration of the Board of Directors
For the period commencing on the AGM 2022 and until the AGM in 2023 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 recommendation 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 AGM 2022 and until the AGM 2023, the Nomination Committee proposes to increase the remuneration of the Audit Committee. This is based on benchmarking across comparable listed companies in Norway, and in line with increased duties and responsibilities. Increased workload is a consequence of modernization of the Norwegian Audit legislation to harmonize towards the EU's Audit Directive.
The Nomination Committee proposes that the Audit Committee are entitled to a remuneration in accordance with the following:
• Chairman NOK 70,000 per year and Board member NOK 50,000 per year
Appendix 1
Michael Jacobs – Short Bio:
Michael Jacobs is the Chief Executive Officer of Fell Technology, and an experienced leader with extensive management positions from several international technology companies.
Prior to Fell Technology, Michael came from the position as CEO of Atea Norway where he spent 6 years improving the business performance and transformation to more value-added services for customers, delivering solid financial results during his tenure.
Michael has spent a big portion of his career in American companies. He was Managing Director for Microsoft Norway for three years, leading the transformation to a Cloud based business model. Before that he was 13 years at Dell, both responsible for Norway and as managing director for Sweden and Denmark. Michael also has experience from Oracle and Telenor, both in Norway and internationally. He has a degree from California Lutheran University and continuing education from, among others, Harvard University.
Customer focused, technology innovation and building strong diverse teams are areas which Michael is passionate about, and has built extensive experience within over the last 30 years of his career.