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Remuneration Policy for Members of the BODs and Senior Management

The remuneration policy for members of the Board and the Senior Management of the Group reflects the interests of the shareholders and the company, taking into consideration any specific matters, including the assignments and the responsibility undertaken. In addition, the remuneration policy helps promote long term goals for safeguarding the company’s interests.

Efforts are made to ensure that the remuneration of the Board of Directors matches the level in comparable companies, whilst also taking into consideration Board members’ required competencies, effort and the scope of the Board work, including the number of meetings.

Fixed remuneration
Members of the Board receive a fixed cash amount (Directors Fee), which is subject to shareholders ‘approval in the General Meeting and to be reported in the annual report of the Company. In addition to the Directors Fee, the Chairman receives Chairman Fee, the amount of which will also subject to shareholders ‘approval in the General Meeting.

In addition to the Directors Fee and Chairman Fee, the members of the Board will also entitle for the following allowances:-
  1. Committee Chairman Fee;
  2. meeting allowances; and
  3. any other allowances deemed fit and approved by the Board.
Other Incentive and bonus
The Board of Directors other than executive directors are not eligible for other incentive payments and bonus.

Compensation on takeover
On any takeover, retiring Board members will not receive any compensation for their lost board remuneration and similar benefits.

Reimbursement of expenses
Expenses in connection with board and committee meetings are reimbursed as per account rendered.

Pension scheme
The members of the Board are not covered by any pension scheme or a defined benefit pension scheme.

Senior Managements are defined as the Group’s top five (5) Senior Managements approved by the Group from time to time.

The Board of Directors believes that a combination of fixed and performance-based pay to the Senior Managements helps ensure that the company can attract and retain key employees.

Senior Managements staffs are employed under executive service contracts, and the Board of Directors sets the terms within the frames of the contracts.

The Nomination & Compensation Committee submits proposals concerning the remuneration of the Senior Managements and ensures that the remuneration is in line with the conditions in comparable companies. The proposals are submitted for approval in a board meeting.

Members of the Senior Managements receive a competitive remuneration package consisting of the following components:
  1. Fixed salary
  2. Bonuses and incentives
  3. Share options (subject to Board’s approval and other prevailing rules and requirements)
  4. Personal benefits, e.g. company car, insurance coverages and other suitable benefits.
  5. Share options (subject to Board’s approval and other prevailing rules and requirements)

If it is proved after the grant of variable components to Senior Managements that these were paid erroneously, the company may in exceptional cases reclaim in full or in part variable components.

The total remuneration for the Senior Managements is stated in the annual report of the Company.

Fixed salary
The fixed salary shall be based on the market level that matches the market level in comparable companies. Senior Managements do not receive any remuneration for directorships held in the Group’s subsidiary companies.

Notice of termination
Notice of service termination will be subject to terms of employment to be agreed by both parties.

Redundancy pay
There is no agreed redundancy pay/compensation for voluntary or non-voluntary termination.

Pension scheme
Senior Managements are not covered by any pension scheme or a defined benefit pension scheme.