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COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE 8.5 The Board’s independence Hexagon Composites holds 25% of the Company’s share capital at the time of the Demerger, and is one of the Company’s main shareholders (see also section 10.6). One officer of Hexagon Composites ASA) are board member of the Company. The former CEO of the Company has been elected a board member. He resigned his position at Comrod on 31 December 2006. Considering that the remaining two board members are independent from any major owners, management and principal business associates of the Company, the Company satisfies the regulations in the Norwegian Code of Practice for Corporate governance regarding the Board’s independence. 8.6 Remuneration and benefits 8.6.1 Remuneration and benefits The CEO of Comrod AS was paid a total salary, including bonus, of 1,390,708 for 2005. For 2005 and 2006 the board received a total of NOK 30,000 each year from Comrod AS. For the fiscal year 2007 the salary for the directors of Comrod Communication ASA is expected to amount to NOK 100,000 annually for the chairman and NOK 75,000 for each board member. The remuneration of the directors shall be determined by the Company’s general meeting. 8.6.2 Shares and options None of the directors or management group own shares or share options in the Company. As of the date of this Prospectus the Company has no share option programme. However, some of the Company’s employees currently participate in Hexagon’s share option programme. For the management group, this applies to Mr. Ole Gunnar Fjelde who has 30,000 share options in Hexagon as per the date of the Prospectus. For Mr. Ole Gunnar Fjelde the strike price is 4.68 in 2007, 5.07 in 2008 and 9.82 in 2009. The Board may decide to establish a similar share option programme for the Comrod employees to replace the current share option programme in Hexagon. As of the date of the Prospectus Mr. Fjelde owned 30,769 shares in Hexagon. 8.6.3 Pension, retirement or similar benefits Comrod does not have any agreements with regards to retirement or severance obligations with employees. The Company’s pension plan has been described in detail under section 7.1.22. A yearly bonus plan is not fixed, but is evaluated by the CEO based on the Company’s results each year. Up until now any bonus payment in Comrod has been equally shared between all employees. 8.7 Board practices 8.7.1 Term of office The following table sets out the length of the various board members’ terms of office and for which period each board member has served on the Board. Name Position Has served since Term expires Erik Espeset Chairman September 2006 2008 Randi Elin Hognestad Board member December 2006 2008 Niklas Hermansson Board member December 2006 2008 Merete Alnes Mostue Board member December 2006 2008 91
COMROD COMMUNICATION ASA – LISTING ON THE OSLO STOCK EXCHANGE 8.7.2 Service contracts None of the board members are entitled to any severance payment upon termination or expiration of their service. There is no severance program for the employees apart from the normal terms of notice and what is mentioned under 8.6.3. 8.7.3 Board committees The Company shall have a nominating committee to be elected at the Annual General Meeting. The Company’s nomination committee shall consist of three members, one of whom shall be a board member. The task of the Nomination Committee is to propose candidates for election as members of the Board of Directors and to make recommendations regarding the remuneration of the members of the Board of Directors. There are no other board committees. 8.8 Employees As of the date of the Prospectus the Company has 166 employees, 81 of whom were employed at the Company’s head office in Tau, Norway. 85 of the Company’s employees were located abroad. See section 5.2 for more details. 8.9 Financial reporting and IR The operating responsibility for the finance function will be handled by the Company’s Finance Manager, Ms. Kari Duestad. The Company has also entered into an agreement with Hexagon regarding the assistance with financial reporting. This will include the consolidation of figures on a group level, and assistance with the annual reports and interim reports. See section 8.10 for more information regarding this agreement. Ms. Kari Duestad, will be day-to-day responsible for the handling of Investor Relations (“IR”). In addition, Hexagon’s CFO, Mr. Dag Olav Tennfjord, will advice the Company on overall IR issues, e.g. IR policy in general, use of the internet, webcasts, roadshows, etc. The Company will thereby be in a position to draw on Hexagon’s expertise in IR matters. 8.10 Related Party Transactions The Company has entered into an agreement to purchase administrative services from Hexagon. These services will mainly be related to assistance with the financial reporting and IR. The background for this agreement is to ensure that Comrod can benefit from the expertise within Hexagon during the first phase as a listed company. See also section 8.8 for more details regarding this agreement. The above mentioned management agreement has been entered into as part of the Company’s ordinary operations and at arms length terms. The agreement has been entered into at market terms and can be terminated at one months notice. 92
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