Hydro Annual Report 2011b

F62
FINANCIAL STATEMENTS
Note 44 - Board of Directors and Corporate Assembly
Board member Board fees 1)
Board members as of December 31, 2011
Terje Vareberg 4)
Bente Rathe 5)
Finn Jebsen 6)
Inge K. Hansen 7)
Eva Persson 8)
Liv Monica Stubholt 6)
Tito Martins 9)
10) 11)
Billy Fredagsvik
6) 10)
Sten Roar Martinsen
10) 12)
Ove Ellefsen
Outstanding
loans
1) 2)
Number of
shares 3)
581 ­ 18 391
459 ­ 29 000
326 ­ 53 406
475 ­ 12 000
389 ­ ­
326 ­ ­
250 ­
338 96 2 159
326 ­ 3 215
175 ­ 2 544
10) 13)
Jørn B. Lilleby 172 33 2 074
Heidi M. Petersen 14)
Board members during 2011 and 2010, not on the board as of December 31, 2011
7 ­ 10 000
Total 3 824 129 132 789
1) Amounts in NOK thousand.
2) Loans are extended to board members who are also Hydro employees under an employee benefit scheme available to all employees in Norway. The loans
to Billy Fredagsvik have an interest rate of 3.9-7.25 percent and a repayment period of 1-7 years. The loan to Jørn Lilleby has an interest rate of 3.9 percent
and a repayment period of 2 years. All payments have been made in a timely fashion and in accordance with the agreed payment schedule. Loans have not
been extended to related parties.
3) Number of shares owned as of December 31, 2011 for board members as of December 31, 2011; otherwise it is the number of shares owned as of the
date the individual stepped down from the Board of Directors. Shareholdings disclosed include shares held by close members of family and controlled
entities, in addition to shares held directly by the board member/former board member.
4) Chairperson of the board and chairperson of the board compensation committee.
5) Deputy chairperson of the board and member of the board audit committee.
6) Member of the board compensation committee.
7) Chairperson of the board audit committee.
8) Member of the board audit committee.
9) Member of the board as of February 28, 2011.
10) Employee representative on the board elected by the employees in accordance with Norwegian Company Law. As such, these individuals also are paid
regular salary, remuneration in kind and pension benefits that are not included in the table above.
11) Member of the board audit committee as of October 1, 2011.
12) Member of the board as of May 13, 2011.
13) Member of the board and member of the board audit committee until May 13, 2011.
14) Member of the board and member of the board compensation committee in 2010.
Corporate Assembly
Corporate Assembly members owned 284,769 shares as of December 31, 2011. Loans to Corporate Assembly members were
extended under an employee benefit scheme that is available to all employees in Norway. Loans outstanding to Corporate
Assembly members who are also Hydro employees totaled NOK 762 thousand as of December 31, 2011. The interest rate on
these loans is between 3.90 and 7.25 percent and the repayment period is between two and 22 years.
Note 45 - Related party information
As of December 31, 2011, The Norwegian state owned 39.1 percent of the total shares outstanding (2010: 50.9 percent). This
comprises the combined holdings of the Ministry of Trade and Industry and the holdings of Folketrygdfondet, which manages
the Government Pension Fund - Norway. There are no preferential voting rights associated with the ordinary shares held by
the Norwegian State. Hydro has concluded that the Norwegian state's shareholding represents significant interest in Hydro,
and that the State thus is a related party.
As of December 31, 2011, Vale Austria Holdings GmbH, a wholly owned subsidiary of Vale S.A. owned 22 percent of the
outstanding shares in Norsk Hydro ASA. The shares were issued as consideration for Hydro's acquisition of Vale Aluminium,
see note 5 Acquisitions. Hydro has concluded that the Vale's shareholding represents significant influence in Hydro, and that
Vale thus is a related party.