Committees

Orkla’s Nomination Committee is elected by the General
Meeting in accordance with Article 6 of the Articles of
Association and consists of Anders Christian Stray Ryssdal
as Chairman and Nils-Henrik Pettersson,
Kjetil Houg and Rebekka Glasser Herlofsen as
members. The members of the Nomination Committee are
elected for two years at a time.

Please read document below for instructions for the Nomination Committee.

Instructions for the Nomination Committee

The Audit Committee is chaired by Bengt Rem, and
the other members are Christina Fagerberg and Roger Vangen.

The SVP Risk, Control & Investigations acts as
secretary to the Audit Committee. The composition of the
committee meets the requirements of the NUES Code
of Practice as regards independence and expertise. The
Nomination Committee’s recommendation of candidates
for election to the Board includes information on which
Board members fulfil necessary independence and
competence requirements to sit on the Audit Committee.
The committee’s mandate is set out in the Board’s Rules of
Procedure and in brief is as follows:

• verify that internal and external accounting and
  sustainability reporting processes are organised
  appropriately and carried out efficiently, and are of high
  professional quality
• keep under review the effectiveness and relevance of the
  company’s risk management systems
• monitor and assess the quality of the statutory audit
  of the consolidated financial statements and the
  certification of mandatory sustainability reporting
• help to ensure the independence of the external auditor
  and ensure compliance with applicable rules and
  guidelines relating to the provision of additional services
  by the auditor to Orkla or the group companies
• initiate investigations, if necessary, and propose
  measures relating to the above points
• conduct an annual review of and, if necessary, update its
  mandate and submit its recommendations concerning the
  mandate to the Board of Directors

Orkla has elected Ernst & Young AS as its auditor. The
partner at Ernst & Young in charge of assisting Orkla is
State Authorised Public Accountant Petter Larsen.

The Compensation Committee is chaired by Liselott
Kilaas, and the other members are Stein Erik Hagen and
Terje Utstrand. The SVP HR & Compensation acts as the
committee’s secretary. The composition of the committee
meets the requirements of the NUES Code of Practice as
regards independence, and all three committee members
are considered to be independent of senior executives.

The mandate of the committee is set out in the Rules of
Procedure for the Board of Directors and in brief is as
follows:

• prepare for consideration matters relating to the salary
  and terms of employment of the President and CEO to
  enable the entire Board, once a year, to participate in an
  evaluation of the President and CEO and in decisions
  concerning the latter’s terms of employment
• prepare for consideration matters of principle relating
  to levels of pay, bonus systems, pension conditions,
  employment contracts and the like for senior Orkla
  executives
• prepare the annual evaluation of the Board of Directors

The committee is also mandated to consider guidelines on
compensation for employees of Orkla’s portfolio companies
and external members of the boards of the portfolio
companies.