The board of Lerøy Seafood Group has the overall responsibility for decision-making and overseeing the management of the organization’s impacts on the environment, economy and people.
Commitees of the highest governance body that are responsible for decisionmaking
The Audit Committee follows up ESG-related matters and makes recommendations and proposals for changes and improvements The Audit Committee consists of Didrik Munch (Chair) Britt Kathrine Drivenes. The Audit Committee report to the Chair of the Board. The Audit Committee holds meetings four times a year. Both a representative from ESG & Quality department as well as an independent auditor is present at these meetings.
Chair of the board
Arne Møgster (He/him) (1975) was elected to the board at the annual general meeting on 26 May 2009. He holds a Master of Science (MSc) in International Shipping and a Bachelor degree in Business and Administration. Arne Møgster is the CEO of Austevoll Seafoood AS, and a board member for a number of companies in the Austevoll Seafood Group. Prior to joining Austevoll Seafood ASA in 2006 - Arne Møgster earned himself versatile experience working within fishing, shipbuilding and the offshore supply market. He was the Managing Director of Norskan AS for 3 years, with one year based in Brazil. Through his position as CEO and board member in listed companies for more than a decade Arne has extensive knowledge of a broad range of subjects including wide experience in working with ESG. Austevoll Seafood is the majority owner in Lerøy Seafood Group, and the majority owner in Austevoll Seafood is Laco AS. Arne Møgster is a shareholder in Laco AS, and indirectly holds shares in Lerøy Seafood Group ASA. There are some transactions between companies in the Austevoll Seafood Group and Lerøy. Such transactions take place according to the arm’s length principle and are described in the company’s annual report. The Chair of the Board is not a senior executive in the organization.
Board memeber - Siri Lill Mannes (She/her) (1970) was elected to the board at the annual general meeting on 23 May 2018. She majored in history , with a minor in Russian and a basic course in Russian-Soviet studies. She also completed the Armed Forces’ course in Russian (officer's training school) and studied political science in Georgia, USA, on a one-year Rotary Club scholarship. Having worked as a TV host and entrepreneur, Siri Lill Mannes has an extensive background in journalism. She started working for TV2 in 1992, when the channel was founded. Since 2010, she has been director of the communications company SpeakLab AS, where she is also a partner and founder. Siri Lill Mannes is an independent director in the board. She owned no shares in the company as of 31 December 2022.
Board member Didrik Munch (He/him) (1956) was elected to the Board at the annual general meeting on 23 May 2012. He has a law degree from the University of Bergen. Didrik Munch qualified as a police officer at the Norwegian Police University College in Oslo and held a number of positions within the Norwegian police force (1977–1986). From 1986 to 1997, he worked in finance, primarily in the DnB system, where he ultimately joined corporate management as Director for the DnB Corporate Customer division. From 1997 to 2008, Didrik Munch was CEO of Bergens Tidende AS. He was CEO of Schibsted Norge AS (formerly Media Norge AS) from 2008 to 2018 and is currently self-employed. Didrik Munch has served on several boards in a number of companies, both as chairperson and ordinary member. He is currently Chairman of the Board for Storebrand ASA, Solstrand Fjordhotell Holding AS, and NWT Media AS and a board member for Grieg Maritime Group AS, SH Holding AS and Jonstadveien 6 AS. Didrik Munch is currently chair of the audit committee in Lerøy Seafood Group ASA. He has far-reaching knowledge also within ESG, through his extensive experience from both the management and board of some of Norway’s largest companies. Didrik Munch is an independent director in the board. He owned no shares in the company as of 31 December 2022.
Board member Britt Kathrine Drivenes (She/her) (1963) was elected to the board at the annual general meeting on 20 May 2008. She holds a Bachelor of Business Administration from the Norwegian School of Management (BI) and a Master of Business Administration in Strategic Management from the Norwegian School of Economics (NHH). She is CFO of Austevoll Seafood ASA and also a board member in a number of companies in the Austevoll Seafood Group. Britt Kathrine Drivenes has extensive experience from the fish industry as well as financing, accounting and ESG. She is the Board member who is responsible for overseeing ESG related issues. Britt Kathrine Drivenes owns shares indirectly in Lerøy Seafood Group ASA, as a shareholder in Austevoll Seafood ASA.
Board member Karoline Møgster (She/her) (1980) was elected to the board at the annual general meeting on 23 May 2017. Karoline Møgster has a law degree from the University of Bergen (Candidata juris). She also has a Master of Arts in Accounting and Auditing (MRR) from the Norwegian School of Economics. She worked as a lawyer with Advokatfirmaet Thommessen AS and is now employed as a lawyer for the Møgster Group. She is a board member for Laco AS and has board experience from other listed companies. Laco is the ultimate parent company of Lerøy Seafood Group. There are some transactions between companies in the Austevoll Seafood Group and Lerøy. Such transactions take place according to the arm’s length principle and are described in the company’s annual report. Karoline Møgster indirectly owns shares in Lerøy Seafood Group ASA as a shareholder of Laco AS.
Board member Hans Petter Vestre (He/him) (1966) was elected employees’ representative to the board at the annual general meeting on 24 April 1995. Hans Petter Vestre is a graduate of the Norwegian College of Fishery, University of Tromsø. He started as a sales manager at Hallvard Lerøy AS in 1992, he is today a team manager at Lerøy Seafood AS. Hans Petter Vestre has owns 1,200 shares in the company as of 31 December 2022. Hans Petter is a board member in Bergen CK (Cycle club), and has received training within both ESG and IT security as an employee in Lerøy.
None of the board members represent an underrepresented social group.
Role of the highest governance body in overseeing the management of impacts
Both the Board and Management Team are involved in developing, approving and updating the organization's strategy, policies ang goals related to sustainable development.
ESG & Quality department is carrying out the process of identifying and assessing actual and potential impacts on the economy, environment and people as well as determination of material topics for reporting.
ESG & Quality department created and overview of the Group’s stakeholders and identified a list of actual and potential sustainability impacts. The list was distributed to relevant stakeholders and thay were asked to assess the significance of the impacts. The most significant impacts for reporting were prioritized to determine which topics are material.
The Board and the Management Team are reviewing both the effectiveness and the outcome of the process annually.
Delegation of responsibility for managing impacts
Each member of the Management team is responsible for an area/ an operational segment. This includes responsibility for overseeing the organization’s impacts on the economy, environment, and people. All companies in the Group have defined sustainability related KPI’s and these are managed on local level.
Day-to-day follow-up of sustainability related KPI's is performed locally. Monthly/ quarterly/ annual review of reported information is carried out by ESG & Quality department. Organization’s impacts on the economy, environment, and people are reviewed by the Management Team monthly. The Board is reviewing impacts related to economy, environment, and people at every meeting. The Audit Committee is reviewing impacts on the economy, environment, and people in detail four times a year.
Role of the highest governance body in sustainability reporting
Both the Board and the Management Team review and approve both the list of material topics as well as reported information. The material topics and reported information (on high-level) is presented to and approved by the Board. The information is presented to the Board by the Head of ESG & Quality.
Conflict of interest
The company has developed a Board of Director's Guidance and Working procedure. The document is prepared in cooperation with both the Board and the Chair of the Board. The procedure contains, among other issues, guidance on how the Board and the Management team shall handle agreements with related parties. The company has established a procedure to ensures that both the Board and the Management Team must notify the Board of Directors if Lerøy enters an agreement where a member of the Board or the Management Team might have any significant interest in. In cases where a company which has connections to a Board member performs work for the Board, the independence issue is assessed by the Board. If necessary, appropriate action is taken accordingly.
Should transactions with related parties occur, these shall be documented and executed according to the Arm’s Length Principle. An independent assessment shall be carried out for significant contracts. Exemptions may be made for agreements that represent part of the company’s regular operations, and are based on regular commercial conditions and principles. Agreements with related parties shall be reviewed to ensure sufficient clarity regarding proper balance of the agreements. This is to make sure that the company is aware of potential conflicts of interest and performs due diligence checks prior to entering a contract. The purpose of this process is to prevent assets being transferred from the company to related parties.
Evaluation of the performance of the highest governance body