Item 5: Remuneration to the chairperson
As a matter of principle, Folketrygdfondet takes the view that board members should not be issued with options. This is also expressed in section 11 of the Norwegian Code of Practice for Corporate Governance, which points out that such arrangements may undermine the independence of the board, particularly in relation to company management. Here, the nomination proposes to compensate the board chairperson with 2.000.000 options in the company, in addition to fixed remuneration. As the issuance of options to board members conflicts with Folketrygdfondet’s principled view and the recommendations of the Norwegian Code of Practice for Corporate Governance, Folketrygdfondet will vote against the proposal in item number 5.
Item 6: Board authorization – incentive schemes
The purpose of amending the board authorization in item 6 is to issue options to the board chairperson. We refer to our voting rationale for item 5.