The remuneration of the board of directors should not be linked to the company’s performance. The company should not grant share options to members of its board.
Members of the board of directors and/or companies with which they are associated should not take on specific assignments for the company in addition to their appointment as a member of the board. If they do nonetheless take on such assignments this should be disclosed to the full board. The remuneration for such additional duties should be approved by the board.
Any remuneration in addition to normal directors’ fees should be specifically identified in the annual report.
Commentary:
The general meeting approves the remuneration paid to members of the board of directors. Members of the board should be encouraged to own shares in the company, cf. Section 8. Consideration should be given in this respect to arranging for members to invest part of their remuneration in shares in the company at market price.
Members of the board of directors should not participate in any incentive or share option programs that might be made available for executive personnel and other employees since this may have the effect of weakening the board’s independence.
The remuneration paid to the chairman of the board of directors should be determined separately from that of the other members. Consideration should be given to paying additional remuneration to members of the board who are appointed to board committees.
The stipulation that members of the board of directors should not undertake additional assignments for the company is based on the need for members of the board to be independent of the company’s executive personnel.
The annual report must provide details of all elements of the remuneration and benefits of each member of the board of directors, cf. the information requirements in the Accounting Act.
| Remuneration of the members of the board of directors is decided by the general meeting (or the corporate assembly where appropriate), cf. Asal. § 6-10.
Members of the board of directors must not receive any remuneration from parties other than the company in connection with statutory duties carried out for the company, cf. Asal. § 6-17. Information on the total remuneration and benefits in kind of each member of the board must be provided in the notes to the annual accounts, cf. Regnskapsloven § 7-31b and § 7-32, as well as in any prospectus produced in respect of an offer to subscribe for or purchase negotiable securities or for admission to listing of negotiable securities on a regulated market in Norway, cf. Securities Trading Regulation, § 7-13, equivalent to Commission Regulation (EU) No. 809/2004 Annex 1, Items 15, 17.1 and 17.2 |