The board-appointed Compensation Committee must consist of at least three board members who are not senior corporate officers. Committee members serve for two years. This group acts as the preparatory body for CEO and top management review and compensation matters that the Board will decide. The Committee also prepares the annual review of the President and CEO’s terms and conditions. Additionally, the Committee prepares and facilitates the Board’s consideration of other compensation cases that it receives.
The Compensation Committee is established by Board resolution 2 April 2004. The committee consists of three board members, including the board chairperson who also chairs the committee. The appointment is valid until a new appointment is made by the Board.
Tasks and responsibilities
The committee shall prepare the board’s annual review of the CEO's terms and conditions and consider methods for evaluating the remuneration, bonus, share option and other incentive plans for executive management. The CEO shall before the annual determination of the individual terms and conditions for the executive management, discuss these with the committee (cf. Rules of Procedure for the Board, section 6.1).
The committee shall discuss and make proposals to the Board regarding guidelines for remuneration to senior executives. This information shall be submitted to the General Assembly. The committee shall also consider the information about senior executive's salary, pensions and working conditions which will be disclosed in the company's annual report.
The committee shall evaluate the company's overall compensation policy, including procedures for board remuneration for senior executives in companies where Yara International ASA has an ownership interests. The committee shall also consider the extent to which the decided compensation policy may affect the company's reputation.
Remuneration for other employees in the company shall be made available for the committee upon request from the committee or executive management.
The committee shall review the status of management development, succession planning and overall employee satisfaction at least once a year.
Ownership and update (technical information, not part of the Mandate)
The Mandate is adopted by the Board in Norwegian, cfr. Mandat for Styrets Kompensasjonsutvalg. This document is an unofficial translation maintained by The Chief HR Officer.