The purpose of the Remuneration Committee is to ensure thorough and independent preparation of matters relating to compensation to the executive personnel.
INSTRUCTIONS FOR THE REMUNERATION COMMITTEE
This document is adopted to secure that B2Holding ASA (“B2Holding” or the “Company”, and together with its consolidated subsidiaries the “Group”) complies with applicable regulations regarding the Company’s business.
The Remuneration Committee is a sub-committee of B2Holding’s Board of Directors (the “Board”) and its objective is to act as a preparatory and advisory body in relation to the Company’s remuneration of executive management (the “Management”). The purpose of the Remuneration Committee is to ensure thorough and independent preparation of matters relating to compensation to the executive personnel. The majority of the committee members should be independent of the Company’s operations.
In particular, the Remuneration Committee shall:
- review the remuneration and benefits strategy for the members of the Management of the Group;
- review the performance of the Management versus the adopted objectives and recruitment policies, career planning and management development plans; and
- prepare matters relating to other material employment issues in respect of the Management.
The Board determines the instructions and composition for the Remuneration Committee.
The Remuneration Committee shall consist of at least two members of the Board. The members and the chairman of the Remuneration Committee shall be appointed by the Board for a two-year term. The members of the Remuneration Committee shall be independent of the Company’s Management. Further, the entire Board shall not act as the Remuneration Committee.
The Remuneration Committee shall have the authority to review any matter of the Group within the committee’s scope of responsibilities. In discharging its responsibilities under these instructions, the Remuneration Committee shall have full access to the records and personnel of the Group, and shall have the opportunity to seek advice and recommendations from sources outside of the Group, if the committee deems that necessary.
The Remuneration Committee will meet as often as it deems necessary, but normally 2 – 3 times every year. The Remuneration Committee will draw up an annual meeting plan. Interim meetings may be called if a member of the Remuneration Committee requires it.
Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of the matters to be discussed at the meeting, including supporting documentation, shall be forwarded to each of the members and any other person required to attend the meeting no later than three days before the date of the meeting.
Draft minutes of the meetings shall be circulated to all members of the Remuneration Committee, and shall be sent to the Board once they are in agreed form and have been signed by the chairman of the Remuneration Committee.
The Remuneration Committee’s primary responsibilities in providing assistance and facilitating the decision making in the Board include:
(i) Assessing and making a recommendation to the Board for the remuneration to the Chief Executive Officer (the “CEO”).
(ii) Conducting a formal evaluation of the executive personnel annually, applying firmly established performance objectives tied to:
- impact on business performance;
- ability to select and develop the right people for the management team;
- scope of influence on outcomes;
- fulfilment of shareholders’ expectations;
- vision and strategy for the company’s future;
- succession plan; and
- effectiveness in managing external relations.
(iii) Assessing the Group’s compensation and benefits strategy for its executive personnel by an annual review of the organisation’s overall compensation plan (or practices). This includes monitoring the effectiveness of the design, performance measures and award opportunities offered by the Group’s executive personnel compensation plans.
(iv) Overseeing the CEO's efforts to identify and develop potential successors for key executive personnel.
(v) Preparing matters relating to other material employment issues in respect of the executive personnel.
(vi) Reviewing and reassessing the adequacy of these instructions annually and recommending any proposed changes to the Board for approval.