Odfjell SE Annual Report 2012

odfjell group
The guidelines for share based programmes and remuneration linked to shares and other developments in the price of the Company's shares
are to be approved by the General Meeting. Ref. § 6–16 (subsection 1 no 3.)
(1) Salary and other salary and other remuneration to management employees are listed in the table above.
(2) Guidelines for determining of salary and other remuneration for management employees.
When it comes to guidelines for determination of salary and other remuneration for the coming fiscal year, the Board will present the following
guidelines for advisory vote at the General Meeting in 2013:
The President/CEO and managers reporting directly to him is included in the Company’s defined benefit pension plan or defined contribution
plan, see note 9. For the Odfjell Management Group the Company has an unfunded additional pension scheme covering salary over 12G,
capped to 18G. This implies that 66% of the salary basis between 12G and 18G is covered in this additional scheme.
The Management shall be offered competitive terms of employment in order to ensure continuity in the Management and to enable the
Company to recruit qualified personnel. The remuneration should be composed so that it promotes the creation of values in the Company.
The remuneration shall not be of such a kind, or of such a magnitude, that it may impair the public reputation of the Company.
A basic, straight salary is the main component of the remuneration. However, in addition to a basic salary there may also be other supplementary
benefits, hereunder but not limited to payment in kind, incentive/recognition pay, termination payments and pension and insurance schemes.
The Company does not run any share option schemes, nor other benefit programmes as mentioned in the Public Limited Companies Act,
section 6–16 subsection 1 no. 3. As the Company has no such arrangements, no specific limits regulating the different categories of benefits
or the total remuneration of Management have been defined.
The Board has implemented a performance-related incentive scheme for 2012 that will be linked to the Company's earnings performance
and operational defined goals over time and contains a cap of maximum six months’ salary. If the performance-related incentive scheme does
not meet trigger points for payments, the Board may on a discretionary basis grant recognition payments for certain employees including
Management. Members of Management have no defined agreement with regards to severance payments. Remuneration to Management in
2012 was in compliance with the above guidelines.
Management employee loans are generally secured by property mortgages. Loans to the members of management carry an interest of 2.25%
per annum and repayment period is five years. Members of the management have loans from the Company as follows: Jan A. Hammer (USD
0.03 million), Morten Nystad (USD 0.08 million) and Helge Olsen (USD 0.11 million).
In Norway all employees are entitled to a very limited loan from the Company. Repayment period is normally five years and loans are currently
calculated at 2.25% interest per annum, and total outstanding amount as per 31.12.2012 was USD 0.9 million.
Note 24 Business combinations
No material business combinations in 2012 or 2011.
Note 25 Subsequent events
No special issues.
Note 26 Other financial items
(USD 1 000) 2012 2011
Realised gain/losses on available-for-sale-investments 469 902
Financial assets and liabilities at fair value through profit and loss (6 734) (8 674)
Other financial income 1 278 13 658
Other financial expenses (10 554) (3 391)
Total other financial items (15 542) 2 494
The negative net result on other financial items in 2012, was basically related to negative market value on bunkers and interest derivatives
to secure a low interest rate, that is not accounted for as hedging. See note 5 for overview of hedging exposure.
47
odfjell annual report 2012