7. Nomination Committee
Under the Articles of Association, Orkla has a Nomination Committee that is elected by the General Meeting. The General Meeting adopted further Rules of Procedure for the Nomination Committee in 2010.
Under the Articles of Association, Orkla has a Nomination Committee that is elected by the General Meeting. The Rules of Procedure for the Nomination Committee may be found below.
The Nomination Committee consists of two to five members, who are elected for a term of up to two years. The General Meeting elects the Chair and members of the Nomination Committee and determines its remuneration. The Committee is tasked with submitting the following reasoned recommendations:
Recommendation to the General Meeting:
- Election of shareholder-elected members and deputy members to the company’s Board of Directors.
- Election of members and the Chair of the Nomination Committee.
- Remuneration of the Board of Directors and the Nomination Committee.
Recommendation to the body that elects the Chair of the Board of Directors:
- Election of the Chair and Deputy Chair of the Board of Directors. (For this purpose, the Nomination Committee is then supplemented by a representative appointed by the employee-elected members of the Board of Directors.)
The Rules of Procedure for the Nomination Committee contain further guidelines for the preparation and implementation of elections to the Nomination Committee and the Board of Directors, as well as criteria for eligibility, general requirements regarding recommendations, the number of members in the Committee and their term of service, and detailed procedural rules for the work of the Nomination Committee. Information regarding the composition of the Nomination Committee, which members are up for election and how input and proposals may be submitted to the Committee, is posted on Orkla’s website, click the Annual General Meeting-box in the top right corner on this page.
The composition of the Nomination Committee is intended to ensure that the interests of all the shareholders are served, and meets the requirement of the Norwegian Code of Practice for Corporate Governance as regards independence of the company’s management and Board of Directors. None of the members of the Nomination Committee are a member of the Board of Directors of Orkla ASA. Neither the general manager nor other senior executives are members of the Nomination Committee.
The composition of the Nomination Committee and the number of Orkla ASA shares owned by each Committee member as at 31 December 2016:
|Member||No. of shares|
|Anders Christian Stray Ryssdal (chair)||1.315 (owned by related parties)|
|Karin Bing Orgland||0|