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General meeting of DNO ASA

At the general meeting of DNO ASA on 25 May 2022, Folketrygdfondet will vote against agenda items 6(a) and 7 for the following reasons:

Item 6(a): Election of Bijan Mossavar-Rahmani as chairman of the nomination committee

Folketrygdfondet takes the view that the nomination committee should be independent of individual board members. This is in accordance with section 7 of the Norwegian Code of Practice for Corporate Governance (NUES). Nomination committee independence is important to ensure the shareholder community has the necessary trust in the nomination committee’s process and recommendation. It is fundamental to the work of the nomination committee that there is a clear division of roles and responsibilities between the board and the nomination committee.

Item 7. Setting of remuneration of members of the board of directors, audit committee, HSE committee and remuneration committee 

The fee proposed for the board chair reflects the fact that the board chair is in practice functioning as an executive board chair. This arrangement is not in accordance with Folketrygdfondet’s expectations regarding board independence. NUES, section 8, provides that the board of directors should not include executive personnel. 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 will therefore vote against the proposal.
 

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