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General meeting of Hexagon Composites ASA

At the general meeting of Hexagon Composites ASA on 28 April 2021, Folketrygdfondet will vote against agenda items 6, 11.2, 12 and 13 for the following reasons:

Item 6: Board guidelines on the setting of executive pay and other remuneration

Folketrygdfondet takes a positive view of remuneration schemes which are targeted and performance-linked. Incentive schemes should be linked to personal targets, company targets and targets designed to ensure strong value creation for shareholders over time. Moreover, option schemes and other share-based programmes should be capped by the board of directors, and should not be unreasonable in scope.

Since the guidelines lack a clear specification of the annual and total cap on the share and option programme, Folketrygdfondet has concluded that the share and option programme is too broad in scope and could therefore entail an excessive transfer of value from shareholders to the company’s employees. 

Folketrygdfondet will therefore vote against the proposed resolution relating to agenda item 6.

Item 11.2 Election of nomination committee members, Knut Trygve Flakk

In Folketrygdfondet’s view, nomination committee members must be independent of individual board members. Nomination committee independence is important to ensure that all shareholders can have the necessary confidence in nomination committee processes and recommendations. A clear division of roles and responsibilities between the board of directors and the nomination committee is of fundamental importance for the work of the nomination committee.

Since Knut Trygve Flakk has been nominated for re-election as the company’s board chair, Folketrygdfondet will vote against his simultaneous election as a member of the company’s nomination committee.

Item 12: Board authorisation to increase share capital

Reference is made to the voting statement relating to agenda item 6. Folketrygdfondet has concluded that the scope of the share and option programme for Hexagon Composites employees is unclear. Folketrygdfondet will therefore vote against the proposed resolution granting the board of directors authorisation to increase the share capital in connection with the programme.

Item 13: Board authorisation to acquire own shares

Reference is made to the voting statement relating to agenda item 6. Folketrygdfondet has concluded that the scope of the share and option programme for Hexagon Composites employees is unclear. Folketrygdfondet will therefore vote against the proposed resolution granting the board of directors authorisation to acquire own shares for use in the option programme.

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