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 guidelines for the Nomination Committee in 2010.
The Rules of Procedure for the Nomination Committee may be found on Orkla’s website under “Investor Relations”. 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 Corporate Assembly,
- Election of members to and the Chair of the Nomination Committee
- Determination of the remuneration of the Corporate Assembly and the Nomination Committee
Recommendation to the Corporate Assembly:
- Election of the Chair and Deputy Chair of the Corporate Assembly
- Election of the Chair and Deputy Chair of the Board of Directors. (For this purpose, the Nomination Committee is supplemented by a representative appointed by the employee-elected members of the Corporate Assembly.)
- Determination of the remuneration of the Board of Directors
Recommendation to the shareholder-elected members of the Corporate Assembly:
- Election of shareholder-elected members to 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, the Corporate Assembly and the Board of Directors, as well as criteria for eligibility, general requirements regarding recommendations, the number of members in the Committee, the term of service and detailed procedural rules for the work of the Nomination Committee. An agreement has been concluded with the employee organisations to discontinue the Corporate Assembly, see point 8 below. Upon discontinuation of the Corporate Assembly, the functions of the Nomination Committee will be amended correspondingly.
Information regarding the composition of the Nomination Committee, which members are up for election and how input and proposals can be submitted to the Committee is posted on Orkla’s website - click on the Annual General Meeting-box to the top right 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, Board of Directors and Corporate Assembly. One of the Committee members is not a member of the Corporate Assembly, and 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. Information regarding the composition of the Nomination Committee and the number of Orkla ASA shares owned by each member of the Committee as of 31 December 2012 may be found in the PDF below.