The guidelines for remuneration to senior executives were approved by the Annual General Meeting 2020. The full guidelines are available in the document to the AGM 2020.
Elements of remuneration
The remuneration covered by these guidelines may consist of basic salary, variable cash salary, pension, non-financial benefits and severance pay. In addition hereto, the General Meeting may decide on, inter alia, long-term incentive programs in which senior executives can participate.
Principles for basic salary
The basic salary shall be in line with market conditions, be competitive, and shall take into account the scope and responsibility associated with the position, as well as the skills, experience and performance of each senior executive.
On the assumption of payment of full variable cash salary, pension benefits and other benefits, the basic salary is expected to amount to no more than 45 per cent of the total remuneration. If there is no variable cash salary, pension benefits or other benefits, the basic salary will constitute the entire remuneration.
Principles for variable cash salary
Variable cash salary, i.e. cash bonuses, shall be based on a set of predetermined and measurable performance criteria that reflect the key drivers for pursuing the Company’s strategy, long-term interests and sustainable business practices. Such performance criteria include (but are not limited to) HSE, production, reserves replacement, business development and financial performance as well as individual performance.
To which extent the criteria for awarding variable cash salary have been satisfied shall be determined annually in connection with the publication of the year-end report for the respective financial year based on an evaluation of the senior executive’s achievement of the performance indicators as described in the agreed individual performance targets.
Payment of variable cash salary shall be conditional upon the senior executive remaining employed for the duration of the qualification period. The Board of Directors is entitled to adjust the incentive program during the term of the programme in the case of, for example, extraordinary increases or decreases in the Group’s earnings.
Variable cash remuneration shall qualify for pension benefits only to the extent it is required pursuant to mandatory provisions of applicable collective bargaining agreements.
The annual variable cash salary may not amount to more than 12 months’ basic salary, and is therefore expected to amount to no more than 50 per cent of the total remuneration.
Principles for pension benefits
Pension benefits shall comprise a defined contribution scheme with premiums calculated on the full basic salary and be set on an individual basis, however, provided that mandatory provisions of applicable collective bargaining agreements do not require otherwise.
Pension benefits may not amount to more than 30 per cent of the basic salary, and is therefore expected to amount to no more than 25 per cent of total remuneration.
Principles for non-financial benefits
Non-financial benefits shall be based on market terms and shall facilitate the duties of senior executives. Non-financial benefits may include, inter alia, life insurance, medical insurance etc.
Premiums and other costs relating to non-financial benefits may not amount to more than five per cent of the basic salary, and is therefore expected to amount to no more than five per cent of the total remuneration.
Remuneration during notice period and severance pay
The notice period for termination of the Managing Director shall not exceed twelve months and the notice period for termination of other senior executives shall not exceed nine months.
A mutual termination period of twelve months applies between the Company and the Managing Director and of up to nine months between the Company and other senior executives.
Severance pay to the Managing Director and other senior executives shall not exceed twelve months’ basic salary, provided that the employment is terminated by the Company. In the event the senior executive terminates his or her employment, no severance shall be payable.
Principles for certain remuneration to members of the Board of Directors
To the extent members of the Board of Directors perform work for the Company outside the scope of the ordinary board work, consultancy fees on market terms may be paid in addition to any board fees resolved upon by the General Meeting.
Long-term incentive programs
Any remuneration resolved upon by the General Meeting is not covered by these guidelines. Accordingly, these guidelines do not apply to the Company’s long-term incentive programs resolved upon by the General Meeting.
The Company’s existing long-term incentive programs are directed to certain key employees of the Group and designed to create conditions for retaining and recruiting competent and committed personnel to the Group.
Principles for derogations from these guidelines
The Board of Directors may temporarily resolve to derogate from these guidelines, in whole or in part, if in a specific case there is special cause for such derogation and a derogation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability.