General Meeting of Lerøy Seafood Group ASA

At the general meeting of Lerøy Seafood Group ASA on 23 May 2022, Folketrygdfondet will vote against items 5 a) and 6 for the following reasons:

Item 5 a)  Stipulation of remuneration of the Board of Directors
According to the Norwegian Public Limited Liability Companies Act, the general meeting shall vote over remuneration for the board of directors, including the board chair. In the recommendation of the Lerøy Seafood Group ASA nomination committee, the proposed remuneration for the board chair is 500 000 NOK. At the same time, the board has in item 5a) proposed to the annual general meeting that the board chair shall receive a consulting fee of 5 108 294 NOK. The fee is paid from Laco AS, where the board chair is employed, and Laco AS invoices Lerøy Seafood Group ASA for the entire fee. There is a significant difference between the nomination committee’s recommendation for the fee to the board chair and the proposal in item 5a). 

In accordance with good corporate governance and common practice in listed companies, the nomination committee shall propose the board of directors’ remuneration for voting at the general meeting, per NUES ch. 7. Folketrygdfondet will vote against item 5a) as the remuneration to the board chair does not derive from the nomination committee’s recommendation. 
Item 6: Advisory vote on report on salaries and other remuneration to leading persons 

Folketrygdfondet will vote against item 6, regarding the report on the remuneration of leading persons. The remuneration report includes information on compensation for the board chair, who receives a consulting fee from Laco AS that is invoiced to Lerøy Seafoods Group ASA. The fee of NOK 5 108 294 is in other words not rooted in the nomination committee’s recommendation. The executive remuneration report reveals that the company’s compensation of the board chair is not in accordance with good corporate governance and common practice for listed companies. As a result, Folkketrygdfondet will vote against the remuneration report. We refer to our rationale for item 5a).