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TOMRA Systems — Remuneration Information 2024
Apr 3, 2024
3775_rns_2024-04-03_4aa355e7-d782-448a-a030-414b726813f5.pdf
Remuneration Information
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2023 Remuneration report
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Content
| 1. Remuneration policy 2023 | 3 |
|---|---|
| 2. Key financial developments in TOMRA group – 2023 | 3 |
| 3. Remuneration of Senior Executives | 4 |
| 4. Remuneration of the Board of Directors | 11 |
| 5. The Board of Directors' statement on the remuneration report | 16 |
1. Remuneration policy 2023
1.1 INTRODUCTION
The purpose of this report is to provide remuneration information related to TOMRA's Remuneration Policy for 2023, prepared in compliance with the Norwegian Public Limited Liability Companies Act Section 6-16a-b and related regulations. TOMRA's Remuneration Policy was approved by the Annual General Meeting April 27th, 2023, and describes TOMRA's remuneration framework for the Board and for Senior Executives (ELT).
TOMRA's Remuneration Report for 2022 was endorsed by 93,45% of the voters at the Annual General Meeting in April 2023.
1.2 REMUNERATION OF THE BOARD OF DIRECTORS AND ITS BOARD COMMITTEES
The remuneration of the Board of Directors, its Board Committee members and Nomination Committee members are proposed by the Nomination Committee and approved by the Annual General Meeting. The remunerations are benchmarked against comparable international companies with similar size and complexity and aim to attract and retain broad international corporate competence within the Board.
1.3 REMUNERATION PRINCIPLES FOR SENIOR EXECUTIVES
The Board of Directors has appointed a Compensation and Organizational Development Committee, headed by the Board Chair, to govern decisions on matters regarding remuneration, terms and conditions for Senior Executives. The CEO's remuneration package and any adjustments thereof, are proposed by the Committee and approved by the Board of Directors. The remuneration packages for the other Senior Executives, including adjustments of these, are proposed by the CEO and approved by the Committee. Salary and other employment terms for Senior Executives shall be competitive to ensure that TOMRA can attract and retain skilled leaders. The remuneration structure shall reflect factors such as position, expertise, experience, conduct and performance.
2. Key financial developments in TOMRA group – 2023
2.1 COMPANY PERFORMANCE
The table below provides key figures that reflect TOMRA's financial performance in 2023.
Overall company performance 2023
| TOMRA Group | 2022 | 2023 | Change | |
|---|---|---|---|---|
| Revenues | NOK million | 12,188 | 14,756 | 21.1% |
| Currency adjusted revenues | 10.0% | |||
| EBITA | NOK million | 1,625 | 1,380 | -15.1% |
| Cash flow from operations | NOK million | 1,150 | 1,586 | 37.9% |
| Total Assets | NOK million | 13,932 | 16,513 | 18.5% |
| EPS | NOK | 3.48 | 2.36 | -32.2% |
| Equity ratio | 47% | 42% | -10.6% |
The table below reflects the development in TOMRA's financial performance over the last five years.
Company performance 2019-2023
| 2019 | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| 8.7% | 6.4% | 9.7% | 11.7% | 21.1% |
| 5.0% | -1.0% | 15.5% | 8.0% | 10.0% |
| 10.2% | 10.2% | 16.2% | -8.1% | -15.1% |
| 4.9% | 3.5% | 28.7% | -14.4% | 0.0% |
| 2.79 | 2.63 | 3.70 | 3.48 | 2.36 |
| 11.2% | -5.7% | 40.8% | -5.7% | -32.2% |

The table below presents the development in average employee remuneration excl. Senior Executives over the last five years.
Employee remuneration 2019-2023
| (NOK Thousands and %) | 2019 | 2020 | 20212 | 2022 | 20231 |
|---|---|---|---|---|---|
| Average employee remuneration excl. Senior Executives |
563 | 625 | 620 | 648 | 800 |
| Average remuneration growth (group) | 5% | 11% | -1% | 4% | 23% |
| CEO/Employee ratio (group) | 19 | 20 | 30 | 15 | 17 |
1) Average remuneration growth for 2023 is affected by exchange rate developments.
2) 2021 figures are affected by a transition period for the CEO
3. Remuneration of Senior Executives
3.1 REMUNERATION PRINCIPLES
The company's Remuneration Principles provide the framework for the remuneration of Senior Executives. These principles are available at:
https://www.tomra.com/en/about-tomra/corporate-governance/remuneration-policy
The CEO's remuneration package and any adjustments thereof, is proposed by the Compensation and Organizational Development Committee and approved by the Board. The remuneration packages for the other Senior Executives, including adjustments of these, are agreed between the CEO and the respective manager. The terms of these agreements are approved by the Compensation and Organizational Development Committee.
All remuneration in 2023 to Senior Executives was in line with the Remuneration Principles. The Board of Directors may, based upon recommendation from the Compensation and Organizational Development Committee, decide to temporarily deviate from the guidelines to ensure TOMRA's long-term interests, including its sustainability and economic viability.
3.2 REMUNERATION COMPOSITION
Remuneration packages for Senior Executives comprise a fixed salary and variable elements. The fixed salary should reflect the individual's area of responsibility and performance over time. The variable elements consist of a short-term incentive based upon on the achievement of specific performance targets by TOMRA and/or the respective manager's unit and a longterm incentive linked to EPS performance. Principles for remuneration shall be allowed to vary in accordance with local conditions and the remuneration is benchmarked against comparable companies at regular intervals.
In addition to fixed and variable elements, other benefits such as company car or car allowance, health insurance, interest-free loans, internet, and telephone might be provided. The total value of these benefits should be modest and only account for a limited part of the total remuneration package.
Remuneration package components
| Senior | ||
|---|---|---|
| Remuneration | Executives | Comments |
| Base salary | The salary is reviewed annually in line with the overall payroll adjustment within the unit in which they are employed. |
|
| Pension | The Senior Executives participates in the same pension plans as employees within the units they are employed. Individual contribution plans can be agreed, with the total pension benefit not exceeding 20% of gross base salary. |
|
| Fee for board or committee work | X | |
| Fee for ad hoc tasks | X | |
| Short-term incentive program (STIP) | The STIP shall not exceed 50% of the fixed annual salary. |
|
| Long-term incentive plan (LTIP) | The LTIP can be up to 100% of fixed annual salary if the maximum target is met. |
|
| Travel and business expenses | The taxable components of travel and business refunds are considered remuneration. |
|
| Other benefits | Benefits such as company-cars, insurances, phones etc. |
|
| Sign-on-fee | When recruiting new senior executives, the Board of Directors may grant a sign-on fee in the form of cash-payment. |
|
| Severance payment | The notice period for Senior Executives is three to six months. The CEO and the CFO are entitled to 6 months' severance pay following termination by the company |
|
| Share options | X | |
| Share purchase program | Senior executives can participate in TOMRAs share purchase program at the same terms as other employees. |

Variable salary
Short term incentive program and discretionary bonus
TOMRA's short term incentive program (STIP) is linked to TOMRA's financial result as well as individual achievement on predefined goals within the respective senior executive's unit. STIP cannot exceed 50% of annual fixed salary. The incentive motivates to deliver on TOMRA's operational, strategic, and financial targets. The goals are operational and related to financial targets, such as increase in revenues, improvement in profit (EBITA or EPS) and strategic project milestones.
The Board of Directors has assessed the Senior Executives' performance in relation to the business- and individual targets. Based on this assessment the Board determined that the achieved percentage for the performance indicators of the short-term incentive for the executives was as follows:
Short-term incentive KPIs (Key Performance Indicator 2023)
| Performance indicators | Achieved in 2023 |
Achieved in 2022 |
||||
|---|---|---|---|---|---|---|
| Shareholder | Group EPS | Division EBITA | Revenues | Strategic projects |
% of max bonus | % of max bonus |
| Tove Andersen (President & CEO) 1 | 100% | 0% | 0% | |||
| Eva Sagemo (CFO) 1 | 100% | 0% | 0% | |||
| Harald Henriksen (EVP, Head of TOMRA Collection until May 31, 2023) | 20% | 60% | 20% | 80% | 20% | |
| Harald Henriksen (EVP, Head of TOMRA Food from June 1, 2023) | 20% | 80% | 80% | - | ||
| Lars Kversøy Enge (EVP, Head of Group Strategy) | 100% | 46% | 0% | |||
| Marius Fraurud (EVP, Head of TOMRA Collection from October 1, 2023) | 20% | 60% | 20% | 80% | - | |
| Michel Picandet (EVP, Head of TOMRA Food until May 31, 2023) | 20% | 60% | 20% | - | 28% | |
| Stefan Schrahe (EVP, People & Organization from April 1, 2023) 1 | 100% | 0% | - | |||
| Thomas Risøy Johansen (Interim EVP, Head of TOMRA Collection from June 1 - September 30, 2023) |
20% | 60% | 20% | 80% | - | |
| Volker Rehrmann (EVP, Head of TOMRA Recycling) | 20% | 38% | 12% | 30% | 59.2% | 73% |
1) The Compensation and Organizational Committee acknowledged the extraordinary contribution done in relation to the cyberattack and on strategic projects, and decided to apply a discretionary bonus element resulting in a bonus payout (% of max) for: Tove Andersen, CEO: 60% (NOK 1 606 500)
Eva Sagemo, CFO: 60% (NOK 724 500) Stefan Schrahe, EVP P&O: 46% (EUR 78 200)

Long-term incentive plan
TOMRA`s long term incentive program (LTIP) is directly linked to improvements in Earnings per Share (EPS) over the last three years. The maximum incentive cannot exceed 100% of annual base salary. The incentive motivates contributing to TOMRA's long term profitability. To safeguard alignment with TOMRA's long term strategy and the stakeholders' interest, 25% of earnings before tax must be invested in TOMRA shares and kept for at least three years. Claw back clauses apply in terms of this agreement, steered by the Compensation and Organizational Committee. The claw back clause was not exercised during 2023.
The target set for achieving LTIP in 2023 for TOMRA is based on EPS. If TOMRA in 2021, 2022 and 2023 combined reports an EPS of:
- less than NOK 9,50, no LTIP-bonus is vested.
- exactly NOK 9,50, 30% of the LTIP-bonus is vested.
- between NOK 9,50 and NOK 11,15, LTIP-bonus is vested proportionally between 30% and 100%.
- more than NOK 11,15, 100% of the LTIP-bonus is vested.
EPS equals actual reported Earnings Per Share adjusted for ramp-up / one-off cost in accordance with definitions established by the Board. Based on TOMRA's performance in relation to the EPS in the long-term incentive program, the Senior Executives are in 2023 entitled to 100% of the maximum target, compared to 65,7% in 2022.
3.3 KEY DEVELOPMENTS IN THE EXECUTIVE BOARD (ELT) IN 2023
- From 1st of April 2023 Stefan Schrahe started his position as EVP, People and Organization for TOMRA Group.
- Michel Picandet stepped down as EVP, Head of TOMRA Food as of 1st of June 2023.
- Harald Henriksen changed position from EVP, Head of TOMRA Collection to EVP, Head of TOMRA Food as of 1st of June 2023.
- Thomas Risøy Johansen served as interim EVP, Head of TOMRA Collection from 1st of June 2023, until 1st of October 2023.
- Marius Fraurud was appointed EVP, Head of TOMRA Collection from 1st of October 2023.

3.4 SENIOR EXECUTIVE REMUNERATION
The table below shows actual remuneration of Senior Executives for 2023. The salaries are calculated pro rata based on the service period in ELT.
Actual remuneration of Senior Executives for 2023
| Remuneration to Senior executives | Currency | Salary | Pension premiums |
Other benefits |
Variable salary |
LTIP | Total | Fixed / % | Variable / % | Total |
|---|---|---|---|---|---|---|---|---|---|---|
| Tove Andersen (President & CEO) | NOK | 5,401,943 | 1,071,000 | 567,863 | 1,606,500 | 5,355,000 | 14,002,306 | 7,040,806 | 6,961,500 | 14,002,306 |
| 50% | 50% | |||||||||
| Eva Sagemo (CFO) | NOK | 2,661,200 | 144,972 | 237,710 | 724,500 | 1,207,500 | 4,975,882 | 3,043,882 | 1,932,000 | 4,975,882 |
| 61% | 39% | |||||||||
| Harald Henriksen (EVP, Head of TOMRA Food) | NOK | 3,445,163 | 271,266 | 441,776 | 1,358,968 | 3,397,420 | 8,914,593 | 4,158,205 | 4,756,388 | 8,914,593 |
| 47% | 53% | |||||||||
| Lars Kversøy Enge (EVP, Head of Group Strategy) | NOK | 2,375,271 | 144,972 | 252,208 | 548,205 | 1,191,750 | 4,512,406 | 2,772,451 | 1,739,955 | 4,512,406 |
| 61% | 39% | |||||||||
| Marius Fraurud (EVP, Head of TOMRA Collections Solutions from | ||||||||||
| October 1, 2023) | NOK | 726,602 | 36,243 | 65,545 | 280,000 | 700,000 | 1,808,390 | 828,390 | 980,000 | 1,808,390 |
| 46% | 54% | |||||||||
| Michel Picandet (EVP, Head of TOMRA Food until May 31, 2023) 1 | EUR | 146,397 | 24,228 | 567,752 | 0 | 0 | 738,377 | 738,377 | 0 | 738,377 |
| 100% | 0% | |||||||||
| Stefan Ranstrand (President & CEO until August 16, 2021) 2 | NOK | 1,229,167 | 1,229,167 | - | 1,229,167 | 1,229,167 | ||||
| 0% | 100% | |||||||||
| Stefan Schrahe (EVP, People and Organization, from April 1,2023) 3 | EUR | 255,000 | 43,610 | 161,234 | 78,200 | 170,000 | 708,044 | 459,844 | 248,200 | 708,044 |
| 65% | 35% | |||||||||
| Thomas Risøy Johansen (Intermin EVP, Head of TOMRA Collection | ||||||||||
| from June 1- September 30, 2023) | NOK | 756,814 | 48,324 | 5,616 | 220,000 | 193,600 | 1,224,354 | 810,754 | 413,600 | 1,224,354 |
| 66% | 34% | |||||||||
| Volker Rehrmann (EVP, Head of TOMRA Recycling) | EUR | 372,808 | 60,372 | 44,865 | 110,351 | 372,808 | 961,204 | 478,045 | 483,159 | 961,204 |
| 50% | 50% |
1) The remuneration of Michel Picandet includes severance payment (Other Benefits - EUR 560 252).
2) Former CEO Stefan Ranstrand is participating in the Long-term incentive plan (LTIP) for 2023.
3) The remuneration of Stefan Schrahe includes a sign on bonus (Other benefits – EUR 150 000).

The table below shows actual remuneration of Senior Executives for 2022. The salaries are calculated pro rata based on the service period in ELT.
Actual remuneration of Senior Executives for 2022
| Remuneration to Senior executives | Currency | Salary | Pension premiums |
Other benefits |
Variable salary |
LTIP | Total | Fixed / % | Variable / % | Total |
|---|---|---|---|---|---|---|---|---|---|---|
| Tove Andersen (President & CEO) | NOK | 4,842,851 | 1,020,000 | 258,328 | - | 3,350,700 | 9,471,879 | 6,121,179 | 3,350,700 | 9,471,879 |
| 65% | 35% | |||||||||
| Eva Sagemo (CFO from March 1, 2022) | NOK | 1,831,375 | 129,226 | 311,147 | - | 629,625 | 2,901,373 | 2,271,748 | 629,625 | 2,901,373 |
| 78% | 22% | |||||||||
| Espen Gundersen (CFO until February 28, 2022) 1 | NOK | 3,259,170 | 994,446 | 1,604,502 | - | 2,119,516 | 7,977,634 | 5,858,118 | 2,119,516 | 7,977,634 |
| 73% | 27% | |||||||||
| Harald Henriksen (EVP, Head of TOMRA Collection) | NOK | 2,933,254 | 848,819 | 1,473,842 | 290,345 | 1,907,565 | 7,453,825 | 5,255,915 | 2,197,910 | 7,453,825 |
| 71% | 29% | |||||||||
| Helena Dreisig (Head of People Organization until July 31, 2022) | EUR | 156,200 | 6,972 | 16,247 | - | 51,312 | 230,731 | 179,419 | 51,312 | 230,731 |
| 78% | 22% | |||||||||
| Lars Kversøy Enge (EVP, Head of Group Strategy from March 14, 2022) 2 |
NOK | 1,812,339 | 104,787 | 407,459 | - | 595,353 | 2,919,938 | 2,324,585 | 595,353 | 2,919,938 |
| 80% | 20% | |||||||||
| Michel Picandet (EVP, Head of TOMRA Food) | EUR | 337,840 | 57,867 | 18,000 | 73,244 | 221,961 | 708,912 | 413,707 | 295,205 | 708,912 |
| 58% | 42% | |||||||||
| Stefan Ranstrand (President & CEO until August 16, 2021) 3 | NOK | - | 2,099,663 | 2,099,663 | - | 2,099,663 | 2,099,663 | |||
| 0% | 100% | |||||||||
| Volker Rehrmann (EVP,Head of TOMRA Recycling) | EUR | 358,470 | 60,092 | 43,945 | 160,964 | 235,514 | 858,985 | 462,507 | 396,478 | 858,985 |
| 54% | 46% |
1) Former CFO Espen Gundersen received full remuneration until the 31st of December 2022.
2) The remuneration of Lars Enge includes a sign on bonus (Other benefits – NOK 250 000).
3) Former CEO Stefan Ranstrand is participating in the Long-term incentive plan (LTIP) for 2022.
3.5 SENIOR EXECUTIVE REMUNERATION 2019 – 2023
The table below shows the development of actual remunerations of Senior Executives over the last five years. The salaries are calculated pro rata based on the service period in ELT.
Senior executive remuneration 2019-2023
| Executive remuneration 2019-2023 | Currency in Thousands | 2019 | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|---|---|
| Tove Andersen (President & CEO) | NOK | - | - | 4,258 | 9,472 | 14,002 |
| % Change | - | - | - | 122.5% | 47.8% | |
| Eva Sagemo (CFO) | NOK | - | - | - | 2,901 | 4,976 |
| % Change | - | - | - | 71.5% | ||
| Harald Henriksen (EVP, Head of TOMRA Food) | NOK | 6,587 | 8,584 | 8,549 | 7,454 | 8,915 |
| % Change | -17.2% | 30.3% | -0.4% | -12.8% | 19.6% | |
| Lars Kversøy Enge (EVP, Head of Group Strategy) | NOK | - | - | - | 2,920 | 4,512 |
| % Change | - | - | - | 54.5% | ||
| Marius Fraurud (EVP, Head of TOMRA Collection from October 1, 2023) | NOK | - | - | - | - | 1,808 |
| Michel Picandet (EVP, Head of TOMRA Food until May 31, 2023) | EUR | - | 662 | 804 | 709 | 738 |
| % Change | - | - | 21.5% | -11.9% | 4.1% | |
| Stefan Ranstrand (President & CEO until August 16, 2021) | NOK | 10,735 | 12,285 | 14,445 | 2,100 | 1,229 |
| % Change | -28.1% | 14.4% | 17.6% | -85.5% | -41.5% | |
| Stefan Schrahe (EVP, People & Organization from April 1, 2023) | EUR | - | - | - | - | 708 |
| Thomas Risøy Johansen (Intermin EVP, Head of TOMRA Collection from June 1 - September 30, 2023) | NOK | - | - | - | - | 1,224 |
| Volker Rehrmann (EVP, Head of TOMRA Recycling) | EUR | 618 | 726 | 966 | 859 | 961 |
| % Change | -27.1% | 17.5% | 33.0% | -11.0% | 11.9% |
3.6 SHAREHOLDINGS BY SENIOR EXECUTIVE MANAGEMENT
As of 31 December 2023, Senior Executives held shares in TOMRA Systems ASA as follows.
Shareholdings by Executive Management as of 31st of December 2023
| Shareholder | At the beginning of the year |
Additions | Disposals | At the end of the year |
Market value NOK |
|---|---|---|---|---|---|
| Tove Andersen (President & CEO) 1 | 12,772 | 16,707 | - | 29,479 | 3,639,183 |
| Eva Sagemo (CFO) | 3,594 | 3,034 | - | 6,628 | 818,227 |
| Harald Henriksen (EVP, Head of TOMRA Food) | 87,366 | 3,864 | - | 91,230 | 11,262,344 |
| Lars Kversøy Enge (EVP, Head of Group Strategy) | 1,462 | 1,463 | - | 2,925 | 361,091 |
| Marius Fraurud (EVP, Head of TOMRA Collections Solutions from October 1, 2023) | NA | NA | NA | 6,173 | 762,057 |
| Michel Picandet (EVP, Head of TOMRA Food until May 31, 2023) | 9,048 | NA | NA | NA | NA |
| Stefan Schrahe (EVP, People & Organization TOMRA Group from April 1, 2023) | NA | 4,200 | - | 4,200 | 518,490 |
| Volker Rehrmann (EVP, Head of TOMRA Recycling) | 28,058 | 5,046 | - | 33,104 | 4,086,689 |
1) Tove Andersen also holds 20,000 options to buy TOMRA shares.
4. Remuneration of the Board of Directors
4.1 REMUNERATION PRINCIPLES AND COMPOSITION
The remuneration of the Board consists of a base fee, fixed at three different levels- for the Chair, External Board members and employee elected representatives. In addition, committee fees are a part of the compensation, depending on role and the expected workload and complexity for participating in each committee. Employee elected representatives are not entitled to committee fees in addition to the base fee. 50% of the Board fees are paid at start and 50% at the end of the service period (May-April).
The Chair and External Board members are obliged to reinvest 20% of the annual gross Board fees in TOMRA shares. The obligation to reinvest does not apply when the total investment exceeds one year of Board fees, where the Board members have the right to sell off excessive shares.
The Chair and External Board members are not entitled to any other benefits. Effective from May 2023 the Board and Board committee fees increased with ~4% as proposed and approved by the Annual General Meeting.
Remuneration composition
| Remuneration | Board of Directors | ||||
|---|---|---|---|---|---|
| Base fee | |||||
| Board committee fee | |||||
| Short-term incentive program (STIP) | X | ||||
| Long-term incentive plan (LTIP) | X | ||||
| Pension | X | ||||
| Other benefits | X | ||||
| Severance payment | X |
4.2 BOARD AND BOARD COMMITTEE FEE LEVELS
The table below shows the Board and Board Committee fee levels for the service period May 2022/ April 2023 vs. May 2023/ April 2024.
Board and committee fee levels
| Board | Audit Committee | Sustainability Committee | Compensation & Organizational Development Committee |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts in NOK) | 2022 | 2023 | % | 2022 | 2023 | % | 2022 | 2023 | % | 2022 | 2023 | % | |
| Chair | 1,030,000 | 1,071,000 | 4.0% | 90,000 | 93,500 | 3.9% | 65,000 | 67,500 | 3.8% | 65,000 | 67,500 | 3.8% | |
| External Board Members | 541,613 | 563,500 | 4.0% | 60,000 | 62,500 | 4.2% | 40,000 | 41,500 | 3.8% | 40,000 | 41,500 | 3.8% | |
| Employee elected Board members | 250,576 | 260,500 | 4.0% |
The table below includes the total remuneration for each Board member in 2023.
Actual remuneration to the Board in 2023
| (Remuneration to the Board members in NOK) | Board Fees | Committee fees | Total |
|---|---|---|---|
| Johan Hjertonsson (Chair and Compensation & Organizational Development Committee) | 1,050,500 | 66,251 | 1,116,751 |
| Bjørn Matre (Board member and Compensation & Organizational Development Committee) | 552,557 | 40,750 | 593,307 |
| Bodil Sonesson (Board member and Sustainability Committee) | 552,557 | 66,250 | 618,807 |
| Hege Skryseth (Board member and Audit Committee) | 552,557 | 61,250 | 613,807 |
| Pierre Couderc (Board member and Audit Committee) | 552,557 | 91,750 | 644,307 |
| Alexander Verlo (Employee elected and Sustainability Committee from May 1, 2023) | 130,250 | 130,250 | |
| Kjell Korneliussen (Employee elected and Compensation & Organizational Development Committee from May 1, 2023) | 130,250 | 130,250 | |
| Pauline Bergan (Employee elected and Audit Committee from May 1, 2023) | 130,250 | 130,250 | |
| David Williamson (Employee elected and Sustainability Committee until April 30, 2023) | 125,288 | 125,288 | |
| Gigi Portela (Employee elected and Sustainability Committee until April 30, 2023) | 125,288 | 125,288 | |
| Total Remuneration | 3,902,054 | 326,251 | 4,228,305 |
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The table below includes the total remuneration for each Board member in 2022.
Actual remuneration to the Board in 2022
| (Remuneration to the Board members in NOK) | Board Fees | Total | ||
|---|---|---|---|---|
| Jan Svensson (Chair until May 2022 and Compensation & Organizational Development Committee) | 500,000 | 27,066 | 527,066 | |
| Johan Hjertonsson (Chair from May 2022 and Compensation & Organizational Development Committee) | 515,000 | 32,500 | 547,500 | |
| Bjørn Matre (Board member and Compensation & Organizational Development Committee) | 533,726 | 38,957 | 572,683 | |
| Bodil Sonesson (Board member and Corporate Responsibility Committee) | 533,726 | 59,566 | 593,292 | |
| Hege Skryseth (Board member and Audit Committee) | 533,726 | 48,957 | 582,683 | |
| Pierre Couderc (Board member and Audit Committee) | 533,726 | 90,000 | 623,726 | |
| David Williamson (Employee elected and Corporate Responsibility Committee) | 246,927 | 246,927 | ||
| Gigi Portela (Employee elected) | 246,927 | 246,927 | ||
| Total Remuneration | 3,643,758 | 297,046 | 3,940,804 |

4.3 BOARD REMUNERATION 2019 – 2023
A summary of the development of the Board remuneration over the five-year period 2019- 2023 is provided in the table below.
The column shows the actual payout in the calendar year. For Board members starting and leaving during the year the yearly change is based on changes in a full year's fee.
| (Remuneration to the Board members in NOK) | 2019 | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|---|
| Johan Hjertonsson (Chair and Compensation & Organizational Development Committee from May 1, 2022) | 547.5 | 1116.8 | |||
| % Change | 1.99% | ||||
| Bjørn Matre (Board member and Compensation & Organizational Development Committee) | 267.7 | 544 | 558.2 | 572.7 | 593.3 |
| % Change | 1.60% | 2.60% | 2.60% | 3.60% | |
| Bodil Sonesson (Board member and Sustainability Committee) | 533.8 | 559.7 | 574.3 | 593.3 | 618.8 |
| % Change | 7.30% | 4.90% | 2.60% | 3.30% | 4.30% |
| Hege Skryseth (Board member and Audit Committee) | 267.7 | 544 | 558.2 | 582.7 | 613.8 |
| % Change | 0.016 | 2.60% | 4.40% | 5.34% | |
| Pierre Couderc (Board member and Audit Committee) | 533.8 | 559.7 | 592.2 | 623.7 | 644.3 |
| % Change | 7.30% | 4.90% | 5.80% | 5.30% | 3.30% |
| Jan Svensson (Chair and Compensation & Organizational Development Committee until April 30, 2022) | 729.3 | 765.2 | 915.8 | 527.1 | |
| % Change | 7.50% | 4.90% | 19.70% | 15.10% | |
| Aniela Gabriela Gjøs (Board member and Audit Committee until April 30, 2019) | 250.9 | ||||
| % Change | 4.00% | ||||
| Linda Bell (Board member and Compensation & Organizational Development Committee until April 30, 2019) | 250.9 | ||||
| % Change | 4.00% | ||||
| Alexander Verlo (Employee elected and Sustainability Committee from May 1, 2023) | 130.2 | ||||
| % Change | |||||
| Kjell Korneliussen (Employee elected and Compensation & Organizational Development Committee from May 1, 2023) | 130.2 | ||||
| % Change | |||||
| Pauline Bergan (Employee elected and Audit Commitee from May 1, 2023) | 130.2 | ||||
| % Change | |||||
| David Williamson (Employee elected and Sustainability Committee until April 30, 2023) | 231 | 234.8 | 240.9 | 246.9 | 125.3 |
| % Change | -1.30% | 1.60% | 2.60% | 2.50% | 1.50% |
| Gigi Portela (Employee elected and Sustainability Committee for the period July 1, 2021 - April 30, 2023) | 81.1 | 246.9 | 125.3 | ||
| % Change | 1.50% | 1.50% | |||
| Bente Traa (Employee elected until June 30, 2021) | 231 | 234.8 | 159.8 | ||
| % Change | -1.3% | 1.6% | 2.6% |
4.4 SHAREHOLDINGS BY THE BOARD IN 2023
As of 31 December 2023, the Board members held shares in TOMRA Systems ASA as follows:
| Shareholder | At the beginning of the year |
Additions | Disposals | At the end of the year |
Market value NOK |
|---|---|---|---|---|---|
| Johan Hjertonsson (Chair and compensation & Organizational Development Committee) | 7,000 | - | - | 7,000 | 864,150 |
| Bjørn Matre (Board member and Compensation & Organizational Development Committee) | 5,192 | - | - | 5,192 | 640,952 |
| Bodil Sonesson (Board member and Sustainability Committee) | 3,082 | 420 | - | 3,502 | 432,322 |
| Hege Skryseth (Board member and Audit Committee) | 3,060 | 1,613 | - | 4,673 | 576,882 |
| Pierre Couderc (Board member and Audit Committee) | 3,120 | 2,400 | - | 5,520 | 681,444 |
| Alexander Verlo (Employee elected and Sustainability Committee from May 1, 2023) | NA | NA | NA | 830 | 102,464 |
| Kjell Korneliussen (Employee elected and Compensation and Organizational Development Committee from May 1, 2023) |
NA | NA | NA | - | - |
| Pauline Bergan (Employee elected and Audit Committee from May 1, 2023) | NA | NA | NA | 353 | 43,578 |
| David Williamson (Employee elected and Sustainability Committee until April 30, 2023) | 3,664 | NA | NA | NA | - |
| Gigi Portela (Employee elected and Sustainability Committee until April 30, 2023) | - | NA | NA | NA | - |
The Board of Directors has today considered and adopted the Remuneration Report of TOMRA Systems ASA for the financial year 2023.
The Remuneration Report is prepared in accordance with section 6-16b of the Norwegian Public Limited Liabilities Companies Act.
The Remuneration Report will be presented to the Annual General Meeting 25 April 2024
Board of Directors Asker, 21 March 2024
Johan Hjertonsson Chair Pierre Couderc Board member Bodil Sonesson Board member Bjørn Matre Board member Hege Skryseth Board member Alexander Verlo Employee elected Pauline Bergan Employee elected Kjell Korneliussen Employee elected Tove Andersen President & CEO


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