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General meeting of SATS ASA

At the general meeting of Sats ASA on 11 May 2021, Folketrygdfondet will vote against agenda items 7, 9, 10, 11.1 and 12 for the following reasons:

Agenda item 7: Election of nomination committee members

As a matter of principle, Folketrygdfondet considers that a nomination committee can only perform its functions satisfactorily if it is independent of the board of directors. The independence consideration is not reflected in the proposed nomination committee, as one of the members of the nomination committee is also a candidate for re-election to the board of directors. Folketrygdfondet will therefore vote against the election of Søren Rene Kristiansen as a member of the nomination committee under agenda item 7.

Agenda item 9: Approval of guidelines on the setting of executive remuneration

The board is required to prepare guidelines on the setting of pay and other remuneration for the CEO, other executives and employees who are members of the board of directors. The nomination committee proposes board fees for approval by the general meeting. This division of roles and responsibilities is intended, among other things, to ensure optimal protection of the interests of the company and the shareholders.

The board’s proposed guidelines on the setting of executive remuneration grant board members the opportunity to participate in a share programme designed for the CEO and executives, and this may result in an unclear division of roles and responsibilities between the board and management. Folketrygdfondet will therefore vote against agenda item 9 concerning guidelines on the setting of executive remuneration.

Agenda item: 10: Expansion of the group’s investment programme for employees

The general meeting on 26 May 2020 approved a share programme for executives with associated authorisations. Once the authorisations had been fully utilised, the board of directors decided to expand the programme further and to award shares subject to approval by the general meeting. Folketrygdfondet considers that the board must request general meeting approval before such programmes are implemented, not afterwards. Folketrygdfondet will therefore vote against expansion of the group’s investment programme for employees under agenda item 10.

Agenda item 11.1:  Authorisation in connection with the investment programme

The board is requesting authorisation to increase the company’s share capital for the purpose of the investment programme/shares for executives, including board members other than the board chair, as described under agenda item 9 above.

The fact that the board’s proposed guidelines on the setting of executive remuneration grant board members the opportunity to participate in a share programme designed for the CEO and executives may contribute to an unclear division of roles and responsibilities between the board and management. Folketrygdfondet will therefore vote against authorising any capital increase whose purposes include the share programme for board members in agenda item 11.1.

Agenda item 12: Board authorisation to acquire own shares

The board is requesting authorisation to repurchase own shares with a total nominal value of up to 10% of the share capital. The authorisation to acquire own shares may be used, among other things, to secure shares for the investment programme (share programme) for executives, including shares for board members other than the board chair; see agenda item 9.

Folketrygdfondet will therefore vote against the authorisation to acquire own shares in agenda item 12.
 

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