About Corporate governance
SalMar ASA aims to maintain a high standard of corporate governance. Good corporate governance strengthens public confidence in the company and contributes to long-term value creation by regulating the reciprocal roles and responsibilities of shareholders, the Board of Direc¬tors and the company’s management, over and above that which is provided in laws and other regulations.
Corporate governance at SalMar shall be based on the following main principles:
- All shareholders shall be treated equally.
- SalMar shall maintain open, relevant and reliable communications with its stakeholders, including shareholders, public authorities and the general public, on matters relating to its business.
- SalMar’s Board of Directors shall be autonomous and independent of company management.
- A majority of board members shall be independent of the company’s majority shareholder.
- SalMar shall have a clear allocation of roles and responsibilities between shareholders, the Board and management.
1 CORPORATE GOVERNANCE
Compliance and regulations
SalMar’s Board of Directors have overall responsibility for ensuring that the company has adequate corporate governance. The company’s Board and management perform a thorough annual assessment of its principles for corporate governance.
SalMar is a Norwegian public limited company listed on the Oslo Stock Exchange. The company is subject to section 3-3b of the Norwegian Accounting Act, pursuant to which the company must annually disclose its principles and practices with respect to corporate governance. In addition, the company is subject to the Oslo Stock Exchange’s requirements for an annual statement of its principles and practices with respect to corporate governance. This disclosure shall cover each chapter in the prevailing Norwegian Code of Practice for Corporate Governance (code of practice) issued by the Norwegian Corporate Governance Board (NUES). The Oslo Stock Exchange’s Continuing Obligations provide an overview of the information that must be included in the disclosure. The Norwegian Accounting Act is available from www.lovdata.no, while the Continuing Obligations are available from www.oslobors.no.
SalMar complies with the current Code of Practice for Corporate Governance, published 14 October 2021. The code of practice may be found at www.nues.no.
Application of the code of practice is based on the ‘comply or explain’ principle, which means that the company must provide an explanation if it elects an approach different to that recommended in the code of practice.
SalMar issues a comprehensive statement of its principles for corporate governance in its annual report, and this information is also available from www.salmar.no. This present statement describes how SalMar has conducted itself with respect to the code of practice in 2023.
Deviations from the code of practice: Reference is made to item 6.
2 BUSINESS AND PURPOSE
SalMar is one of the world’s largest producers of farmed salmon. As at 31 December 2023, the company owned licences for marine production of 167,112 tonnes maximum allowable biomass (MAB) in Norway. This includes 6 time-limited demonstration licences and 4 broodstock licenses covering 780 tonnes MAB each and 7,151 tonnes MAB in development licenses. In addition, the company has 6,240 tonnes MAB development licences through the Mariculture AS. SalMar has substantial secondary processing and sales activities in Frøya at InnovaMar, Senja at InnovaNor and Aukra at Vikenco, as well as six sales offices in Asia.
In 2021 SalMar entered into a strategic partnership with Aker establishing SalMar Aker Ocean. The company has ambition to become a global offshore aquaculture company with an ambition of 150,000 tonnes.
At the end of 2023, SalMar owned 52.48 per cent of the Icelandic aquaculture company Icelandic Salmon, which harvested 17,900 tonnes of salmon in 2023 and holds 23,700 tonnes MAB in license capacity.
SalMar owns 50 per cent of Norskott Havbruk AS, which in turn owns 100 per cent of Scottish Sea Farms Ltd, the UK’s second largest producer of salmon, with an annual capacity of around 45,000 tonnes of salmon.
SalMar ASA’s objectives are defined in Article 2 of its articles of association:
“The objective of the company is fish farming, the processing and trading of all types of fish and shellfish, and other financial activities related thereto. The company may, in accordance with directives from the rele-vant authorities, undertake general investment activities, including participation in other companies with similar or related objectives.”
SalMar’s Board of Directors has drawn up clear objectives and strategies for the Group to secure optimal value creation for its shareholders and other stakeholders. Each business area has developed its own goals in line with these, and strategic priorities have been defined. Within the framework of the above article, SalMar is currently engaged in broodstock and smolt production, marine-phase farming, har¬vesting, processing and sale of farmed salmon. The Board also defines risk and sustainability profiles for the Group and ensures that these support value creation for its shareholders, and the board evaluates the risk profile annually.
The company’s objectives and main strategies are further discussed in the annual report and can be found on the company’s website www.salmar.no.
Corporate values, code of conduct and social responsibility
SalMar’s corporate culture is based on the success factors that have underpinned its development since its establishment in 1991. Although this culture is affected by both internal and external framework conditions, it is firmly embedded in certain overarching principles, such as sustainability, equality, quality, care for the environment, focus on work tasks and continuous improvement.
Underpinning all of SalMar’s actions and business operations is its vision: “Passion for Salmon”. This means that all choices relating to the company’s production shall be made on the basis of a passion for salmon. Salmon shall be produced on its own terms. SalMar considers that the best biological results will provide the basis for the best financial results, and will safeguard SalMar’s position as the world’s most cost-effect salmon producer.
SalMar has two main principles: minimizing our environmental impact in the areas we operate, and to maxmize value creation from the fish we produce. One of our most important tenets is “sustainability in everything we do”. Sustainable food production is an issue that has gained increased significance and focus. SalMar is engaged in a number of initiatives which will help make our already sustainable food production even more sustainable. See our latest sustainability report for further details.
SalMar has a set of tenets that describe desired behaviours and a shared understanding of how employees should behave. Through the SalMar School and day-to-day exposure to SalMar’s corporate and performance culture, all employees are given encouragement and opportunities for development. For more information on the SalMar culture, please see the annual report and the company’s website www.salmar.no.
SalMar has drawn up a code of conduct and social responsibility, whose purpose is to safeguard and develop the company’s values, create a healthy corporate culture and uphold the company’s integrity. The code of conduct is also meant to be a tool for self-assessment and for the further development of the company’s identity. All employees of the company are bound to comply with the ethical guidelines laid down in the code of conduct. The reporting of any wrongdoing or other causes for concern is covered by specific procedures, which also allow employees to report anonymously through an external channel. The code of conduct is available from the company’s website www.salmar.no.
SalMar has a presence in many local communities. The Group is therefore very aware of the diverse nature of its social responsibilities: as an employer, an industrial processor, a producer of healthy food, as a custodian of financial and intellectual capital, and – not least- as a user of the natural environment. Increased biological control is one of the company’s most important focus areas, and is a material prerequisite for long-term success. The company is, among other things, working actively to safeguard fish welfare and prevent salmon from escaping.
One of the company’s most important tenets is ‘We care’. This permeates the SalMar culture, and ensures a high degree of awareness among employees, both internally and externally, in the areas in which the company operates.
Deviations from the code of practice: None
3 EQUITY AND DIVIDEND
Equity
As at 31 December 2023, the company’s equity totalled NOK 23,079 million, which corresponds to an equity ratio of 43.3 per cent. The Board considers SalMar’s capital structure to be solid in relation to the company’s objectives, strategy and risk profile.
Dividend policy
SalMar intends to provide shareholders with a competitive return on invested capital by creating value for shareholders in the form of dividends and share price appreciation over time.
SalMar’s dividend policy takes as its starting point that the company shall at all times have a robust balance sheet and a liquidity reserve that is sufficient to meet future obligations.
The company has established long-term financial targets linked to gearing: NIBD in relation to EBITDA in the interval 1.0–2.5. Provided that the company is within these limits, and taking account of future investments, the intention is to pay out surplus liquidity in the form of a dividend or the buyback of treasury shares. Provided the Annual General Meeting (AGM) approves, the aim is to make annual payments of dividend. The company will also consider the buyback of treasury shares within the authorisation limits granted to the Board by the AGM.
For the 2023 financial year, the Board proposes payment of a dividend corresponding to NOK 35.00 per share. This proposal is based on the Board’s assessment that company’s has demonstrated its capacity to adapt to changing market and regulatory conditions, delivering strong results and successfully completing large transactions, while maintaining a solid financial position with a strong liquidity reserve.
Board authorisations
Authorisations granted to the Board are normally time limited, and are valid only up until the next AGM and no later than 30 June the following year.
The AGM of 8 June 2023 granted the Board four authorisations: to increase SalMars’s share capital, to issue convertible loans, to buy back SalMar’s own (treasury) shares and to acquire own shares in the market. These were extensions of authorisations granted by the AGM in 2022. In line with the Norwegian Code of Practice for Corporate Governance, each of the authorisations was considered separately.
The authorisation for the Board to increase the company’s share capital was limited to NOK 1,814,236.50, through the issue of up to 7,256,946 shares to finance investments and the acquisition of businesses through cash issues and contributions in kind.
The second authorisation allows the Board to issue convertible loans for up to NOK 3,000,000,000 for the purpose of enabling SalMar, at short notice, to use such financial instruments as part of its overall financing requirement. In connection with the conversion of loans raised pursuant to this authorisation, SalMars’s share capital may be increased by up to NOK 1,814,236.50, though with account taken of any capital increases undertaken pursuant to the authorisation to increase SalMar’s share capital, such that the total capital increase for both authorisations combined may not exceed 5 per cent of the share capital. It follows from the purpose of the authorisations that the Board may need to waive existing shareholders’ preference rights.
The third authorisation allows the Board to acquire up to 14,513,892 treasury shares with an aggregate par value of up to an aggregate of NOK 3,628,473 at a price per share of no less than NOK 1 and no more than NOK 1,000. The rationale for the Board’s proposal was that such arrangement would amongst other things give the Board an extended possibility to utilise mechanisms for distribution of capital to SalMar’s shareholders and to facilitate an adequate capital structure of SalMar. Exercise of such authorisation was made subject to principles of equal treatment of shareholders. To ensure that SalMar’s majority owner’s, Kverva Industrier AS, proportionate shareholding remained equal it was set in place an arrangement whereby any shares acquired in the market would be cancelled through a subsequent share capital decrease and that a corresponding part of Kverva Industrier AS’ shares would be redeemed. The total capital increase for the third authorisation may not exceed 10 per cent of the share capital.
All board authorisations are valid up until the next AGM, which will be held on 6 June 2024.
Deviations from the code of practice: None
4 NON-DISCRIMINATION OF SHAREHOLDERS AND TRANSACTIONS WITH CLOSELY RELATED PARTIES
As of 31 December 2023, SalMar ASA owned 278,854 treasury shares, which accounts for 0.21 per cent of the company’s registered share capital. Transactions involving treasury shares are undertaken on the stock exchange or otherwise at the listed price.
In the event of not immaterial transactions with related parties, the company shall make use of valuations and assessments provided by an independent third party.
In the event of capital increases based on an authorisation issued by a general meeting of shareholders, where the existing shareholders’ rights are waived, the reason for this will be provided in a public announcement in connection with the capital increase as it was done on the successful private placement that took place 8 June 2021.
SalMar’s code of conduct and regulations regarding insider trading set out what is required of employees with respect to loyalty, conflicts of interest, confidentiality and guidelines for trading in the company’s shares. The code of conduct states that all employees must notify the Board if they, directly or indirectly, have a material interest in any agreement entered into by the company. Board members also have a duty to comply with the company’s code of conduct.
SalMar’s Board Chair Gustav Witzøe is the company’s founder. He indirectly owns 93.1 per cent of Kverva AS, which, through Kverva Industrier AS, owns 45.4 per cent of the shares in SalMar ASA. Witzøe is a member of the board of Kverva AS. The instructions regulating the Audit and Risk Committee includes monitoring of the company’s routines and follow-up of transactions between related parties.
Transactions with related parties are disclosed in Note 4.8 to the 2023 consolidated financial statements.
Deviations from the code of practice: None
5 FREE TRANSFERABILITY
SalMar has only one class of shares and all shares have equal rights. Each share has a face value of NOK 0.25 and carries one vote.
The company’s shares are freely transferable on the Oslo Stock Exchange, and its articles of association do not contain any restric¬tions on the right to own, trade or vote for shares in the company, as long as the regulations governing insider trading are complied with.
Deviations from the code of practice: None
6 GENERAL MEETING OF SHAREHOLDERS
The company’s highest decision-making body is the General Meet¬ing of Shareholders.
General meetings are open to participation by all shareholders. Pursuant to Article 7 of the company’s articles of association, the Annual General Meeting must be held by the end of June each year in Oslo, Trondheim or Kverva in the municipality of Frøya.
The 2024 AGM will be held on 6 June 2024 at the company’s head office in Frøya.
An invitation to attend the AGM or an EGM will be issued no later than 21 days prior to the date of the meeting.
In accordance with the company’s articles of association, documents relating to matters to be addressed at a general meeting of shareholders may be made available on SalMar ASA’s website. The same applies to documents which by law must be included in or attached to the invitation to attend the general meeting. If the documents are made available in this way, the statutory requirement with respect to distribution to shareholders is not applicable. A shareholder may nevertheless ask to be sent documents relating to matters to be discussed at a general meeting by post. Case documents must contain all the documentation necessary to enable shareholders to take a standpoint on all matters to be addressed. Pursuant to section 5-11 of the Public Limited Companies Act, shareholders are also entitled to table their own items for consideration by the general meeting.
The deadline for notification of shareholders’ intention to attend a general meeting is stipulated by the Board of Directors in the invitation thereto, no less than five days prior to the date of the meeting. Shareholders may send notification of their attendance, using the form provided, by post or email to the company’s account manager Nordea Bank Norge AS, or via the company’s website www.salmar.no.
Shareholders are entitled to make proposals and cast their votes either in person or through a proxy, including a proxy appointed by the company. The proxy form also enables shareholders to grant a proxy vote for each individual agenda item and in connection with the election of each board member.
Shareholders are entitled to cast their votes on each individual item on the agenda, including each individual Director nominated to the Board or members for the Nomination Committee.
The Board determines the agenda for the meeting, and the main issues to be dealt with by the AGM are regulated by Article 9 of the company’s articles of association and section 5-6 of the Public Limited Companies Act.
The Board Chair and the company’s auditor will be represented at general meetings, which will normally be chaired by the Board Chair. Other members of the Board of Directors and members of the Nomination Committee may in addition be represented at general meetings. The present Board Chair, Gustav Witzøe, is a member of the board of Kverva AS, SalMar’s majority shareholder through its ownership in Kverva Industrier AS. Nevertheless, SalMar considers its Board Chair to be best suited to chair general meetings. In the event of any disagreement on individual agenda items where the Board Chair belongs to one of the factions, or for some other reason is not deemed to be impartial, a different person will be selected to chair the meeting in order to ensure independence with respect to the matters concerned.
The company will publish the minutes of general meetings of shareholders in accordance with stock exchange regulations.
Deviations from the code of practice: It is considered from time to time whether the entire Board of Directors and the Chair of the Nomination Committee will be present at the general meetings.
7 NOMINATION COMMITTEE
Article 8 of the company’s articles of association stipulates that the Nomination Committee shall comprise a total of three people, who shall be shareholders or shareholders’ representatives. The Nomination Committee’s composition shall be such that the interests of shareholders as a community are upheld, and the majority of committee members shall be independent of management and the Board. The members of the Nomina¬tion Committee, including its chair, are elected by the AGM for a term of two years. Members may be re-elected. To ensure continuity, members’ terms of office shall not coincide. The remuneration payable to members of the Nomination Committee is determined by the AGM. A set of regulations governing the work of the Nomi¬nation Committee was adopted at the board meeting of 21 March 2007 and updated at the AGM in 2014.
As at 31 December 2023, the Nomination Committee comprise of the following:
• Bjørn Wiggen, Chair
• Endre Kolbjørnsen (up for election in 2023)
Karianne O. Tung was appointed member of the Norwegian government and resigned from her position as member of the Nomination Committee 16th of October 2023. A new member to the Nomination Committee will be elected at the AGM in 2024.
The Nomination Committee shall make a recommendation to the AGM with respect to candidates for election to the Board of Directors and Nomination Committee, as well as propose the remuneration payable to the members of the Board and the Nomination Committee. In its work, the Nomination Committee shall take into consideration relevant statutory requirements with respect to the composition of the company’s governing bodies, as well as principles for corporate governance laid down in the Norwegian Code of Practice for Corporate Governance drawn up by NUES. Proposals for members of the Board and Nomination Committee should safeguard the shareholder community’s interests and the company’s need for competence, capacity and diversity. The Nomination Committee has a dialogue with each of the board members yearly.
The Nomination Committee draws up criteria for the selection of candidates for the Board and Nomination Committee, in which both genders should be represented. The Nomination Committee should, over time, balance the requirements for continuity and renewal in the individual governing body. Relevant candidates must be asked whether they are willing to undertake the office of director or deputy director.
The committee should base its recommendations with respect to the remuneration payable on (a) information about the size of the remuneration paid to elected officers in other comparable companies, and (b) on the scope of work and the amount of effort the elected officers are expected to devote to the task on behalf of the company.
The Nomination Committee’s recommendation to the AGM must be published in good time, so that it can be communicated to the shareholders before the meeting takes place. The recommendation shall accompany the invitation to attend the AGM, no later than 21 days before the meeting takes place. The committee’s recommendation shall contain information about the candidates’ independence and competence, including age, education and work experience. If relevant, notice shall also be given about how long the candidate has been an elected officer of the company, any assignments for the company, as well as material assignments for other group companies that may be of significance.
Proposals to the Nomination Committee
All shareholders are entitled to propose candidates for the Board or other elected offices to the Nomination Committee. Such proposals must be submitted to the Nomination Committee no less than six weeks prior to the company’s AGM. All proposals shall be sent by email to the Nomination Committee’s chair. Contact details are available from the company’s website www.salmar.no.
Deviations from the code of practice: None
8 BOARD OF DIRECTORS, COMPOSITION AND INDEPENDENCE
Pursuant to Article 5 of SalMar’s articles of association, the Board of Directors shall comprise of five to nine members, to be elected by the AGM. The Board Chair is elected by the AGM. The company’s current board is made up of seven members, including two employee representatives. Three out of seven of the company’s directors are women, including one female employee representative.
The regulations governing the work of the Nomination Committee state that emphasis shall be placed on ensuring that board members have the necessary competence to carry out an inde¬pendent assessment of the matters presented to it by manage¬ment and of the company’s business activities. Emphasis shall also be placed on ensuring that there is a reasonable gender balance and that directors are independent with respect to the company. The Nomination Committee’s recommendation shall meet the requirements relating to board composition stipulated by appli¬cable legislation and the regulations of the Oslo Stock Exchange. Board members are elected for a term of two years and may be re-elected. An overview of the individual directors’ competence and background is available from the company’s website www.salmar.no.
Through decades of expertise from the aquaculture industry three of the Board members (Gustav Witzøe, Leif Inge Nordhammer and Margrethe Hauge) has expertise within sustainability and food safety for the industry. In addition both Margrethe Hauge and Morten Loktu both have expertise within product development and innovation.
As at 31 December 2023, four shareholder elected board members, Gustav Witzøe, Leif Inge Nordhammer, Arnhild Holstad and Morten Loktu owned shares in SalMar. And one of the employee-elected board members owned shares in SalMar. See company’s website www.salmar.no and Note 4.2 to the 2023 consolidated financial statements for further details.
Independence of the Board
SalMar’s Board of Directors is composed such that it is able to act independently of any special interests. Board Chair Gustav Witzøe is also a member of the board of Kverva AS, the company’s majority shareholder through its owner share in Kverva Industrier. Further, Leif Inge Nordhammer is also a member of the board of Kverva AS. These two are therefore not deemed to be independent. The remaining directors are deemed to be independent of senior executives, material business associates and the company’s largest shareholders. In matters of material importance in which the Board Chair is, or has been, actively engaged, another director is appointed to chair the Board’s deliberations. No such matters have been addressed in 2023.
Deviations from the code of practice: None
9 THE BOARD OF DIRECTORS
The Board of Directors has overall responsibility for the management of the Group and the supervision of its day-to-day management and business activities. Furthermore, the Board determines the Group’s overall objectives and strategy, including the overall com¬position of the Group’s portfolio and the business strategies of the individual business unit. The board is formally mandated to oversee all Sustainability/ESG issues. The work of the Board is governed by a set of regulations which describe the Board’s responsibilities, tasks and administrative procedures. The Board has also prepared a set of instructions for the group management team that clarifies its duties, lines of authority and responsibilities.
The regulations governing the Board’s working practices provide guidelines for how individual directors and the CEO should conduct themselves with respect to matters in which they may have a per¬sonal interest. Among them is the stipulation that each director must make a conscious assessment of his/her own impartiality, and inform the Board of any possible conflict of interest.
The Board shall approve the Group’s plans and budgets. Proposals relating to targets, strategies and budgets are drawn up and presented by management. Strategy is normally discussed during the autumn, ahead of the Group’s budget process. Within the area of strategy, the Board shall play an active role in setting management’s course, particularly with regard to organisational restructuring and/or opera¬tional changes.
The Board meets as often as necessary to perform its duties. In 2023, the Board held 12 meetings, of which 6 were held digitally. The overall at¬tendance rate at board meetings was 100 per cent.
The Board makes an annual assessment of its own work and competence.
Audit and Risk Committee
Pursuant to the Public Limited Companies Act, SalMar has a board-appointed Audit and Risk Committee. The committee’s main tasks are to prepare the Board’s follow-up of the financial reporting process, monitor the Group’s internal control and risk management systems; monitor its routines and follow-up of transactions with related parties; and maintain an ongoing dialogue with the auditor. The committee held 8 meetings in 2023, with an overall attendance rate of 100 per cent.
With effect from 1 January 2021, the committee has been given broader responsibilities. This has been prompted by changes in the Norwegian Auditing Act and implementation of EU directives. The Board has updated the committee’s instructions accordingly.
The Audit and Risk Committee also monitors the routines and follow-up procedures of transactions towards related parties.
At least one committee member must be independent of the business. If the committee has more than two members, a majority must be independent of the business.
As at 31 December 2023, the Audit and Risk Committee comprised the following:
• Margrethe Hauge (independent), chair
• Morten Loktu (independent)
Deviations from the code of practice: None
10 RISK MANAGEMENT AND INTERNAL CONTROL
The Board is responsible for ensuring that the company’s risk management and internal control systems are adequate in relation to the regulations governing the business. The company’s systems and procedures for risk management and internal control are intended to ensure efficient operations, timely and correct financial reporting, as well as compliance with the legislation and regulations to which the company is subject. The Board performs an annual review of the company’s risk management/corporate governance.
The most important risk factors for the company are biological risk associated with the biological situation in its hatcheries and sea farms, as well as the risk of fish escaping therefrom, and financial risk (fluctuations in salmon prices, foreign exchange, credit and interest rate risk). In addition, greater emphasis has been placed on IT security and the development of technologies and solutions to secure continued sustainable growth in the field of sustainable food production. These risk factors are monitored and addressed by managers at all levels in the organisation. For further information, please see the Annual Report for 2023. It is the CEO’s responsibility to ensure that the company operates in accordance with all relevant statutes and guidelines.
Internal control of financial reporting is achieved through day-to-day follow-up by management and process owners, and supervision by the Audit and Risk Committee. Non-conformances and improvement opportunities are followed up and correc¬tive measures implemented. Financial risk is managed by a central unit at head office, and, where appropriate, consideration is given to the use of financial hedging instruments.
Follow-up and control of compliance with the company’s values and code of conduct takes place in the line as part of day-to-day operations.
The largest risk facing SalMar relates to the biological development of its smolt and marine-phase fish stocks. The company has internal controls which encompass systematic planning, organisation, performance and evaluation of the Group’s activities in accordance with both public regulations and its own ambitions for continuous improvement. The Group has, for example, drawn up shared objectives for its internal control activities relating to the working environment and personal safety, escape prevention, fish welfare, pollution, food safety and water resources. Please see the annual report for further details.
Deviations from the code of practice: None
11 DIRECTORS’ FEES
The Nomination Committee’s proposal for the remuneration pay¬able to the Board of Directors is approved or rejected by the company’s AGM. Directors’ fees shall reflect the Board’s responsibilities, competence, time spent and the complexity of the business.
Directors’ fees are not performance-related and contain no share option element. Additional information relating to directors’ fees can be found in the notes to the financial statements included in the Annual Report for 2023.
In accordance with Section 6-16b of the Public Limited Companies Act, a separate report describing remuneration to management and directors in 2023 will be presented to the AGM for approval.
Deviations from the code of practice: None
12 REMUNERATION TO SENIOR EXECUTIVES
Pursuant to Section 6-16a of the Public Limited Companies Act, the Board of Directors has prepared a statement relating to the determination of salaries and other benefits payable to senior executives. This statement will, in line with the said statutory provision, be laid before the company’s AGM in accordance with the existing regulations.
The company’s senior executive remuneration policy is based primarily on the principle that executive pay should be competitive and motivating, in order to attract and retain key personnel with the necessary competence.
The statement refers to the fact that the Board of Directors shall determine the salary and other benefits payable to the CEO. The salary and benefits payable to other senior executives are deter¬mined by the CEO in accordance with the guidelines laid down in the statement. The existing compensation scheme is divided into three and comprises a fixed salary, a performance-related bonus and a share-based incentive scheme in line with the Board’s authorisation.
At the 2023 AGM, the statement on executive remuneration was set forth as a separate case document, which is available from the company’s website www.salmar.no. The AGM voted to approve the establishment of a new share-based incentive scheme for senior executives. The AGM approved separately the item relating to the remuneration of senior executives linked to shares or developments in the price of shares in SalMar or other group companies.
In accordance with Section 6-16b of the Public Limited Companies Act, a separate report describing remuneration to management and directors in 2023 will be issued and presented to the AGM for approval.
Deviations from the code of practice: None
13 INFORMATION AND COMMUNICATION
Investor relations
Communication with shareholders, investors and analysts is a high priority for SalMar. The objective is to ensure that the financial markets and shareholders receive correct and timely information, thus providing the soundest possible foundation for a valuation of the company. All market players shall have access to the same information, and all information is published in both Norwegian and English. All notices sent to the stock exchange are made available on the company’s website and at www.newsweb.no.
SalMar seeks to comply with the Oslo Stock Exchange’s investor relations recommendations, which includes a recommendation to publish information to investors on companies’ websites. The company has, in line with the Norwegian Code of Practice for Corporate Governance, also adopted an ‘IR Policy’, which is available from the company’s website. The CEO, CFO and Investor Relations Manager are responsible for communications with shareholders in the period between general meetings.
Financial information
The company holds open investor presentations in association with the publication of its year-end and interim results. These presentations are open to all and provide an overview of the Group’s operational and financial performance in the previous quarter, as well as an over¬view of the general market outlook and company’s own future prospects. These presentations are also made available on the company’s website.
The company will continue to publish interim reports in line with the Oslo Stock Exchange’s recommendation. Such interim results will be published no more than 60 days after the close of each quarter.
Quiet period
SalMar will minimise its contacts with analysts, investors and journalists in the final three weeks before publication of its results. During this period, the company will hold no meetings with investors or analysts and will give no comments to the media or other parties about the Group’s results and future outlook. This is to ensure that all interested parties in the market are treated equally.
Financial calendar
Each year SalMar publishes a financial calendar indicating the dates of publication of the Group’s interim reports and annual report, as well as the date of its AGM. The calendar is available from the Group’s website www. salmar.no. It is also distributed as a stock market notice and updated on the Oslo Stock Exchange’s website www.newsweb.no. The calendar is published before 31 December each year.
Icelandic Salmon AS
The subsidiary Icelandic Salmon AS (previously named Arnarlax AS) is listed on Euronext Growth on the Oslo Stock Exchange and NASDAQ First North on the Icelandic Stock Exchange. Guidelines have been drawn up with respect to the disclosure of information to ensure that all shareholders in SalMar receive the same information (materiality) as shareholders in Icelandic Salmon.
Deviations from the code of practice: None
14 ACQUISITION
The Board of Directors has drawn up guidelines with respect to takeover bids, in line with the Norwegian Code of Practice for Corporate Governance. The guidelines were adopted by the Board at a meeting on 29 March 2011, and the Board undertakes to act in a professional manner and in accordance with applicable legislation and regulations.
The guidelines shall ensure that the interests of shareholders are safeguarded, and that all shareholders are treated equally. Furthermore, the guidelines shall help ensure that company operations are not unnecessarily disturbed. The Board will strive to provide shareholders with sufficient information to enable them to make up their minds with respect to the specific bid.
If a takeover bid has been made, the Board will make a statement and at the same time assess whether to obtain a valuation from an independent expert. The Board will obtain an independent valuation if a major shareholder, board member, member of the management team, related party or any collaborator of such a related party, or anyone who has recently held one or more of the above-mentioned positions, is either the bidder or has a particular interest in the takeover bid.
The Board will not seek to prevent any takeover bid, unless the Board is of the opinion that such action is justified out of consideration for the company and the company’s shareholders. The Board will not exercise any authorisations or adopt other measures for the purpose of preventing the takeover bid. This stipulation may be waived only with the approval of a general meeting of shareholders after a bid has been announced.
Transactions which, in reality, involve the sale of the company’s business shall be laid before a general meeting of shareholders for approval.
Deviations from the code of practice: None
15 AUDITOR
The company’s auditor is appointed by the AGM. Each year, the Board of Directors shall receive written confirmation from the auditor that the requirements with respect to independence and objectivity have been met.
Each year, the auditor shall draw up a plan for the execution of their auditing activities, and the plan shall be laid before and discussed by the Audit and Risk Committee. The auditor shall meet with the Audit and Risk Committee annually to review and evaluate the company’s internal control activities.
The auditor shall hold at least one meeting each year with the Board of Directors at which no representatives of the company’s management are present. The auditor attends the board meeting at which the year-end financial statements are considered. The auditor attends the company’s AGM.
The Board shall inform the AGM of the remuneration payable to the auditor, broken down into an auditing and other services component. The AGM shall approve the auditor’s fees.
The company has drawn up guidelines to regulate the extent to which it is permitted to use the auditor to perform services other than audit-related services.
Deviations from the code of practice: None