Considerandsignoffonbehalfoftheboardofdirectorsremuner

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Unformatted text preview: included for representatives not member or deputy member as of 31 december 2011. None of the members of the Board received compensation from any other Group companies, except for the employee representatives. Their remuneration as employees is not included above. None of the members of the Board of Directors have loans in the company. Number of shares per Number of shares per 31 december 2011 1) 31 december 2010 4 267 700 3 713 - 627 - 4 102 2 700 2 816 1 621 627 6 388 Number of shares per deputy board Members Number of shares per 31 december 2011 1) 31 desember 2010 1 429 1 308 2 008 275 - 682 - - - 2 152 359 2 140 288 2 034 977 751 1 442 275 2 221 680 1 610 213 203 180 - Wenche Aanestad Per Gunnar salomonsen irene Vold Frøydis Orderud (deputy board member from 04.09.2009 until 20.01.2010) Kaare-ingar sletta Helge Enger (until 20.01.2010) 1) shareholdings not included for representatives not deputy member as of 31 december 2011. Corporate Assembly Roger Rønning stein Erik Olsen Magnhild Øvsthus Hanssen Anne Kristin Endrerud (observer) Mai britt Thune (deputy member until 07.12.2011) (observer from 07.12.2011) Morten Fallstein (deputy member) sigurd Hansen (deputy member) Claes lyth Waisø (deputy member until 07.12.2011) borgar Granbom (deputy member until 07.12.2011) Jan Otto Eriksen (deputy member from 07.12.2011) Espen Egeberg Christiansen (deputy member) Ellen Erland (deputy member from 07.12.2011) steffan Philip Thorvaldsen (deputy member from 07.12.2011) Håkon berdal (deputy member from 07.12.2011) 1) shareholdings not included for representatives not member or deputy member as of 31 december 2011. /page 78/ telenor annual report 2011 notes to the financial statements / telenor group Statement on the Group CEO and Executive Management Remuneration The Statement on the Group CEO and Executive Management Remuneration is established according to the Norwegian act on public limited liability companies (allmennaksjeloven) and the accounting act (regnskapsloven), the Government’s policy on the remuneration of leading personnel issued by the Norwegian Ministry of Trade and Industry with effect from 1 April 2011, as well as The Norwegian Code of Practice for Corporate Governance. 1. Remuneration Policy The Group’s remuneration policy is to reward desired performance and to influence and reinforce Telenor’s culture throughout the Group. The Group seeks to offer a total remuneration package that is attractive and competitive, without taking the lead in a total remuneration context. 2. decision-making The Board of Directors has appointed a separate Governance and Remuneration Committee constituted by the Chairman of the Board and two of the shareholder elected Board members, as well as one employee representative. The Group CEO shall normally attend the Committee meetings. Other representatives of the Management will attend upon notice. The Committee may dismiss their attendance when appropriate, and likewise call for attendance from other relevant sources. The secretary of the Board of Directors acts as secretary of the Committee unless otherwise agreed from time to time. The Committee has no independent decision-making authority, except where expressly granted by the Board of Directors. The Governance and Remuneration Committee acts as advisor for the Board of Directors and the Group CEO and is mainly responsible for the following remuneration issues: • Evaluate annually the Group CEO’s total remuneration and present recommendations to the Board of Directors for decision. • Consider and sign off, on behalf of the Board of Directors, remuneration and related adjustments for the executives reporting to the Group CEO. • Be informed on remuneration developments and market situation for executives and present remuneration principles applicable for Telenor executives to the Board of Directors for approval. • Consider Group overall/general remuneration policy and programs, including bonus programs, share-based schemes etc., and present recommendations to the Board of Directors for decision. • Oversee and prepare the Board’s handling of principal matters relating to pension schemes and other retirement issues. • Review the Management’s proposal for the declaration regarding the determination of salary and other remuneration to senior employees pursuant to section 6-16a in the Act relating to Public Limited Companies. 3. Main Remuneration Principles coming Fiscal year The overall remuneration for the Group CEO and Executive Management reflects accountabilities and impact of role and role holder, breadth and complexity of operations, our value- and performance based culture as well as need to attract and retain key executives. Considerations on the overall remuneration level and composition of the package reflect the national and international framework, as well as the business environment the company operates within. The total remuneration package should support both long and short term business focus and beha...
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This document was uploaded on 03/21/2014.

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