The Nomination Committee is elected by the General Meeting and is responsible for proposing board member candidates and remuneration of the Board of Directors, in addition to proposing members for the committee itself.
The Board of Directors currently comprises four shareholder-elected and two employee-elected members.
The board members are presented on the company website.
The entire board’s composition is evaluated annually, freely and independently of the election period.
The composition of the board of directors should ensure that the board can attend to the common interests of all shareholders and meets the company’s need for expertise, capacity and diversity. The board should, in addition to complying with relevant corporate legislation, meet the requirements of the Norwegian Code of Practice for Corporate Governance for composition and Independence.
For the period from the General Meeting in 2018 to 2019 the following compensation has been approved by the general assembly:
|Chairman of the Board:||NOK 416,000|
|Vice Chairman of the Board||NOK 280,000|
|Shareholder-elected board members:||NOK 234,000|
|Employee-elected board members:||NOK 80,000|
|Head of board subcommittee:||NOK 11,000 per full day meeting|
|Member of board subcommittee:||NOK 8,500 per full day Meeting|
Deadline for promoting proposals to the Nomination Committee is 20 March 2019. This deadline is set to allow for necessary reviews and reference checks prior to the deadline for submitting the notice for the General Assembly to the shareholders. The Nomination Committee may evaluate other candidates than proposed.
Q-Free’s Nomination Committee comprises:
|Heidi Finskas||Director of Corporate Social Responsibility
KLP Kapitalforvaltning AS
|Chair, elected 2017|| firstname.lastname@example.org
+47 458 80 460
AS Atlantis Vest
|Member, elected 2017|
|Fredrik Thoresen||Portfolio manager
Storebrand Asset Management
|Member, elected 2018|
The committee shall:
a) Recommend to the General Assembly the shareholders candidates for the Board of Directors, including Chairman of the Board. The Board chooses its Vice Chairman of the board.
b) Ensure that the Board evaluates its own work and competence annually.
c) Recommend to the General Assembly remuneration to the Board and the Boards’ subcommittees.
d) Recommend to the General Assembly new members to the Committee, including Chairman of the Committee.
Q-Free is not aware of the existence of any agreements or business partnerships between the Company and any third parties in which members of its Nomination Committee have direct or indirect interests. The composition of the Nomination Committee is such as to maintain its independence from the Company’s management.
Membership in the committee may be rotated, in accordance with NUES’ recommendation, article 7.