Evolution AB

At the Evolution AB general meeting on 8 April 2022, Folketrygdfondet, manager of the Government Pension Fund Norway, voted against items 9, 13 and 14 for the following reasons:

Item 9: Determination of the fees to be paid to the board of directors 

The fee proposed for the board chair reflects the fact that the board chair functions in practice as an executive board chair. This arrangement is not in accordance with Folketrygdfondet’s expectations regarding board independence. One of the board’s main tasks is to supervise company management. Folketrygdfondet considers that board members can only supervise company management adequately if they are not recruited from among management. Folketrygdfondet therefore voted against the proposal.

Item 13: Resolution on the instruction to the nomination committee

Folketrygdfondet voted against this item due to insufficient nomination committee independence from the board of directors. The nomination committee’s independence is important to ensure shareholder confidence in the nomination committee’s process and recommendation. A clear separation between the respective rolls of the nomination committee and the board is necessary for the nomination committee’s work.

Item 14: Resolution on the Remuneration Report

Folketrygdfondet expects executive remuneration to support the company’s strategy for long-term, sustainable value creation. Here, the remuneration report does not include the rationale for an increase of over 40% in the CEO’s fixed remuneration for 2021.