Annual report

Nomination committee

In accordance with section 8 of the Company’s articles of association, the general meeting has appointed the nomination committee, approved the guidelines for the committee’s work and the remuneration to be paid for participating in the committee.

The nomination committee currently consists of Anders Ryssdal (chair), Thomas Wilhelmsen and Jonas Kleberg.

Both Thomas Wilhelmsen and Jonas Kleberg are members of the Board of Directors. The majority of the nomination committee are accordingly not independent of the Board of Directors and more than one member is also a member of the Board. None of the committee members are executives in the Company.

The committee nominates candidates to the Board and proposes Board members’ remuneration. As part of its nomination process, the committee will have contact with major shareholders, the Board and the Company’s executives to ensure the process takes the Board’s and Company’s interests into consideration. A justification for a candidate will include information on each candidate’s competence, capacity and independence.

The nomination committee will justify its proposal on each candidate separately. Information for how to propose candidates are available on the company’s webpage.

In 2018, the nomination committee held four meetings.

Deviations from the code: The majority of the nomination committee is not independent from the Board of Directors and more than one member is also a member of the Board. The reason for such deviation from the code is that the current members are considered highly competent individuals to nominate the most capable board members in the best interest of the company.