SATS ASA
At the General Meeting of Sats ASA on 5 May 2026, Folketrygdfondet will vote against item 7.2.2 and item 8 for the following reasons:
Item 7.2.2: Remuneration to the board, including board members’ participation in the share purchase programme for 2026
The board is to prepare guidelines for determining salary and other remuneration for senior executives. The nomination committee proposes remuneration for the board to be decided at the general meeting, in accordance with section 8 of the company’s articles of association. This division of roles and responsibilities is intended, among other things, to safeguard the interests of the company and its shareholders in the best possible way.
In its recommendation, the nomination committee proposes that the board, in addition to ordinary remuneration, should be able to participate in the share purchase programme for 2026.
Folketrygdfondet is generally opposed to board members participating in share purchase programmes that are designed for the CEO and senior executives and prepared by the board itself. This is based on Folketrygdfondet’s expectations regarding salary and remuneration for senior executives. Furthermore, the proposal is contrary to the NUES recommendation that the board should not participate in the company’s incentive or option programmes, and that board members should purchase shares at market price.
Item 8: Approval of guidelines for determining salary and other remuneration for senior executives
The board is to prepare guidelines for determining salary and other remuneration for senior executives. The nomination committee proposes remuneration for the board to be decided at the general meeting, and this division of roles and responsibilities is intended to safeguard the interests of the company and its shareholders in the best possible way.
If the board’s proposal for guidelines on determining remuneration gives board members the opportunity to participate in a share programme tailored for the CEO and senior executives, this may contribute to unclear division of roles and responsibilities between the board and management. Therefore, Folketrygdfondet will vote against item 8 regarding guidelines for determining remuneration for senior executives.