The CEO is responsible for day-to-day management of the company. In Yara, the division of functions and responsibilities has been defined in greater detail in the Rules of Procedures established by the board, who helps set the corporate governance direction. Yara has written a set of directives that help regulate the performance of management and business processes. This documentation and structure, Yara's Steering System, was revamped in 2011.
Management and executives
The President and CEO appoints management to assist in his or her stewardship duties delegated by the board and in day-to-day management, including the organization and operation of the company. The President and CEO determines the instructions for management after prior discussion with the board. The instructions for management and the function descriptions and authorizations issued to each member of management reflect a joint obligation for these members to safeguard the overall interests of Yara and to protect Yara's financial position.
According to Norwegian rules, the Board of Directors prepares guidelines for the remuneration of executive personnel. The guidelines are shared at the Annual General Meeting.
In connection to § 6-16a - §5-6, section 3 of the Norwegian Public Limited Companies Act, the Annual General Meeting shall consider the report of the Board concerning the setting of salary and other remuneration of senior management for the next accounting year.
An advisory vote takes place regarding the Board’s guidelines for setting the remuneration of senior management. The Annual General Meeting considers and can approve the guidelines dealing with share allocation, subscription rights, options and other forms of benefit linked to shares or the development of the price of Yara shares.
The Board’s proposal for guidelines is given in note 32 in the consolidated financial statements.
Yara's Board determines the pay and benefits for the President and CEO based on a proposal from the Compensation Committee. The Board also decides on the terms of the company's incentive plans for officers and certain key employees in the company.
The President and CEO decides on the compensation to other members of Yara’s executive management. Performance-related remunerations are subject to limits.
The Annual Meeting determines remuneration of the board and the Nomination Committee. According to section 11 of Yara’s financial report in the 2010 Annual Report, the remuneration of the board of Directors is not linked to the company’s performance.
There are three elements of the remuneration: Salary, bonuses or stock options.
Yara's management biographies are available online through the links on the right.