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.
The Audit Committee conducts quality assurance of internal control and reporting. It is also responsible for the Board of Directors' dialogue with and monitoring of the external auditor. The auditor reports on their work in writing to the company administration and the Board via Audit Committee.
Pursuant to section 6-41 (1) Of the Norwegian Public Limited Liability Companies Act, companies listed on the Stock Exchange shall have a Nomination Committee which consists of three members elected by the annual general meeting for a period of two years. The company’s nomination committee prepares proposals for the composition of a shareholder-elected Board of Directors, and submits recommendations to the annual general meeting for appointments to the board.
The company has not established specific guidelines for the Nomination Committee. However, the composition of the Nomination Committee ensures that the interests of the shareholders in general are taken into account in that the majority within the committee is independent of the Board and other executive personnel, and that the company’s Articles of Association also specify the framework for the work of the Committee.
The Nomination Committee makes a recommendation regarding remuneration to the members of the Board. The general meeting makes the final decision regarding fees to be paid to the members of the company's Board and Nomination Committee.
The Nomination Committee will facilitate contact with the shareholders, the Board members and the CEO when working on the recommendation of candidates. In addition, shareholders are permitted to recommend candidates to the Committee.
The recommendation of the Nomination Committee is included in the supporting documentation for the general meeting, which is published within the 21-day deadline for notice of the general meeting.
All shareholders can propose candidates for election to the company’s Doard of Directors.
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.
Board memeber - Siri Lill Mannes (She/her) (1970) was elected to the board at the annual general meeting on 23 May 2018. Siri Lill holds a Master degree in history, and has also studied Russian and political science. 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.
In 2017, she completed the Senior Executive Coure at the Norwegian Defence University College (Sjefskurset, Forsvarets Høyskole). 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.
Through her positions and experience Siri has extensive knowledge within among others international politics and communication. Siri Lill regularly moderates conferences on security, digitalisation and cybersecurity. Since 2015, she has been moderator for the National Security Conference by the Norwegian National Security Authority (NSM).
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. She has also been part of the Board in FHF – Norwegian Seafood Research Fund since 2019. FHF’s goal is to create added value to the Seafood industry through industry-based research and development.
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 Science 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. Karoline has extensive experience within Corporate Governance and corporate law as well as accounting and financing.
She is a board member for Laco AS, and Fiskebåt South. Karoline has board experience from other listed companies. Fiskebåt is an interest and employer organisation for the Norwegian ocean-going fishing fleet, and represent the majority of ocean-going fishing vessels.
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 (GRI definition: under-represented social group group of individuals who are less represented within a subset (e.g., a body or committee, employees of an organization) relative to their numbers in the general population, and who therefore have less opportunity to express their economic, social, or political needs and views).
Board members are continuously acquiring new ESG-related knowledge in order to stay up-to-date with the latest trends and best practices in the ESG-field. Continuous learning is essential to be able to identify new challenges and opportunities. All of the Board members are participating in various trainings, workshops, conferences and networking arrangements.
Both the Board and Management Team are involved in developing, approving and updating the organization's strategy, policies ang goals related to sustainable development.
The Board has delegated carrying out the day-to-day process of identifying and assessing actual and potential impacts on the economy, environment and people as well as determination of material topics for reporting to ESG & Quality department.
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.
For more detailed information on stakeholder engagement, please, visit the chapter on Stakeholders.
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.
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 and distributed to the Board by the Head of ESG & Quality. The presented information is being reviewed by the Board prior it being approved. Corrections and amendments are made if necessary.
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.
Information on related parties is available in the Group’s Annual report – Financial information – Note 25- Related Parties.
(Potential) conflicts of interest are not disclosed to stakeholders.
When recruiting board members, the company’s owners follow a longstanding strategy of assessing the company’s need for varied competency (including ESG-related competency), continuity, renewal and changes in ownership structure. It will always be in the company’s interest to ensure that the composition of the Board varies in line with the demands and expectations made on the Group.
The Board is performing self-evaluation at least annually. The Board’s evaluation of its own performance and of Group management must of course be seen in conjunction with the Group’s performance. To date, the Board has not issued reports on its evaluation of its own work; this is a conscious priority decision and must be viewed in connection with other announcements in the company’s communications to the public. Moreover, external evaluations of the Board’s work are probably the most influential and are likely to remain so in the future.
If relevant and necessary actions might be taken in response to these evaluations. The actions can include changes to the composition of the highest governance body and organizational practices.
Recommendations for remuneration of the members of the Board are developed by the company’s Nomination Committee and adopted by the annual general meeting in accordance with section 6-10 of the Public limited Liability Companies Act.
Remuneration of the Board of Directors is not based on results. The Board members elected by the shareholders have no share options. If enterprises which board members are associated with perform work for the company’s Board, the question of independence is treated specifically by the Board.
Remuneration of the Chairperson of the Board and other board members is recommended by the Nomination Committee and adopted by the General meeting.
The annual General meeting on 23rd May 2022 adopted annual remuneration of the Board of Directors as follows:
Chairperson of the Board - NOK 500,000
Other Board members - NOK 300,000
The Audit Committee’s remuneration for additional work performed is NOK 120 000 for the Chairperson of the Committee and NOK 80 000 per year for other members of the Committee.
The annual remuneration for the Nomination Committee is NOK 45 000 per member.
Results of votes of stakeholders on remuneration:
The company does not involve remuneration consultants in determining remuneration.
A renumeration report for executives is published annually, highlighting the actual remuneration, remuneration principles and framework. The guidelines regarding salary and other remuneration shall be clear and understandable and contribute to the company’s business strategy, long-term interests, and financial capacity. The schemes for salary and other remuneration shall help to align the interests of shareholders and executive personnel, and they shall be simple.
The annual general meeting shall, at minimum every four years, review and approve the Board’s guidelines for stipulating salary and other remuneration of persons in senior positions according to the provisions in section 6-16 a of the Public Limited Liability Companies Act and related regulations. Furthermore, the annual General meeting shall hold an advisory vote each year on the board’s statement regarding paid and current remuneration covered by the guidelines prepared according to section 6-16 a of the Public Limited Liability Companies Act, cf. section 6-16 b of the Public Limited Liability Companies Act.
Regarding remuneration of executive personnel – the Company mainly uses fixed pay as a compensation option. Variable pay is used to a limited degree. Executive salary shall be competitive, so that the company is able to attract and retain the most skilled executive-level employees. The fixed remuneration of executive personnel shall include: Base salary – it is established on the basis of the responsibilities, complexity, competencies and length of service for the position.
Base salary is normally the main element of executive personnel salaries. Bonus schemes – in principle, bonuses are a form of profit sharing where members of management are remunerated for their contribution to the company’s long term earnings and development.
The purpose of Lerøy’s bonus scheme is to stimulate continuous development of Lerøy’s value creation, growth and results, as defined in the company’s strategy. Bonus payments are assessed and stipulated every year based on a comprehensive evaluation of five components: the executive’s value creation, efforts, results, values, attitudes and conduct – all in relation to defined goals, tasks and available resources, this also includes performance related to organizations impacts on the economy, environment and people.
At the end of the assessment period, a decision regarding the extent to which the criteria for a bonus payment have been met. The assessment is performed according to the criteria described above. Bonus payments to persons in senior positions may compromise up to one year’s salary. The company does not have a scheme for repaying of variable remuneration. The Board reserves the right to make amendments or terminate the bonus scheme on yearly basis.
The company does not have any scheme for reclaiming variable remuneration. The Board of Directors has the right to make changes to or terminate the bonus scheme on a yearly basis.
Lerøy Seafood Group ASA has a defined contribution pension scheme according to the Act relating to mandatory occupational pensions. The base for premium payments is capped at maximum 12G (G is the national insurance base amount) per year.
Senior executives in the Group are members of the company’s collective pension scheme up to the Group’s in-house retirement age, which is 70, and do not have separate agreements that include early retirement or supplementary pensions. The company may, however, enter into such agreements in the future.
In principle, the company does not make use of severance pay apart from salary during the period of notice for the number of months stipulated in the provisions of the Working Environment Act. Severance pay may, however, be a good alternative in some situations for all parties involved. Severance pay can therefore be utilized in extraordinary circumstances, albeit capped at two annual salaries.
