Annual report 2010 - Aker Solutions

40 Aker Solutions annual report 2010Annual accounts – groupBoard of directors 12010Amounts in NOKBoardmeetingattendanceExtraordinaryboard meetingattendanceRewardcommitteeBoard feesØyvind Eriksen 2 13 of 13 4 of 4 25 000 2 900 000Lone Fønss Schrøder 13 of 13 4 of 4 250 000Ida Helliesen 13 of 13 4 of 4 250 000Vibeke Hammer Madsen 12 of 13 4 of 4 25 000 250 000Mikael Lilius 11 of 13 3 of 4 250 000Kjell Inge Røkke 2 10 of 13 3 of 4 25 000 250 000Atle Teigland 3 13 of 13 4 of 4 150 000Åsmund Knutsen 3 12 of 13 3 of 4 150 000Arild Håvik 3 12 of 13 4 of 4 150 000Arve Toft 3 11 of 13 4 of 4 150 0002009Amounts in NOKBoardmeetingattendanceExtraordinaryboard meetingattendanceRewardcommitteeBoard feesØyvind Eriksen 2, 4 7 of 7 10 of 10 300 000Martinus Brandal 2, 4 2 of 2 2 of 2 100 000Bjørn Flatgård 4 2 of 2 2 of 2 25 000 125 000Lone Fønss Schrøder 4 6 of 7 9 of 10 125 000Heidi M Petersen 4 1 of 2 2 of 2 62 500Ida Helliesen 4 6 of 6 7 of 7 145 833Vibeke Hammer Madsen 9 of 9 11 of 12 25 000 250 000Leif-Arne Langøy 2, 4 2 of 2 1 of 2 25 000 104 167Mikael Lilius 4 5 of 6 6 of 7 145 833Siri Fürst 4 2 of 2 1 of 2 62 500Kjell Inge Røkke 2, 4 6 of 7 9 of 10 187 500Atle Teigland 3 9 of 9 12 of 12 150 000Åsmund Knutsen 3 9 of 9 12 of 12 150 000Ingebrigt Forus 3, 4 2 of 2 2 of 2 37 500Arild Håvik 3, 4 6 of 7 9 of 10 112 500Arve Toft 3 9 of 9 12 of 12 150 0001) Members of the Board of Directors are elected for two years at the general meeting.2) According to policy in Aker, fees to directors employed in Aker companies will be paid to the Aker companies, not to thedirectors in person. The same policy is implemented for fees for the reward committee. Therefore, board fees and rewardcomittee fees for Øyvind Eriksen were paid to Aker ASA. Board fees and reward comittee fees for Kjell Inge Røkke were paid toThe Resource Group. The board fee for Øyvind Eriksen includes fee for his role as Executive Chairman after Simen Lieunghstepped down from his position as President & CEO in June 2010. The board fee will be approved by the Annual GeneralMeeting on 6 May 2011.3) According to agreement with and initiative from the employees, NOK 100 000 (NOK 100 000 in 2009) is transferred to the labourunion covering occupational activities in the group, for each board member elected from the employees.4) As of April 2009, Øyvind Eriksen replaced Martinus Brandal as Chairman of the Board. As of April 2009 Heidi M Petersen, BjørnFlatgård, Siri Fürst and Ingebrigt Forus resigned as Directors of the Board. As of the same date Kjell Inge Røkke, Lone FønnsSchrøder and Arild Håvik entered as Directors of the Board. As of June 2009, Leif-Arne Langøy resigned as Director of theBoard. As of the same date, Ida Helliesen and Mikael Lilius entered as Directors of the Board.The audit committeeAker Solutions has an audit committee comprising three of the directors, which held eight meetings in2010. Until 15 June 2010, the audit committee comprised Ida Helliesen (Chairperson), Øyvind Eriksenand Atle Teigland. As of 15 June 2010, the audit committee comprises Ida Helliesen (Chairperson), LoneFønns Schrøder and Atle Teigland.The nomination committeeThe Aker Solutions ASA nomination committee comprised the following individuals as of 31 December2010: Leif-Arne Langøy (Chairman), Gerhard Heiberg, Kjeld Rimberg and Mette Wikborg.The reward committeeThe reward committee has three members elected by and among the Board of Directors. As of 31December 2010 the members of the reward committee are Øyvind Eriksen (Chairman), Vibeke HammerMadsen and Kjell Inge Røkke.The reward committee ensures that the company’s reward policy serves the interest of the shareholdersand that the company has internally consistent and externally competitive remuneration of executives.Guidelines for remuneration to the President & CEO and the members of the executivemanagement teamThe main purpose of the executive reward programme is to encourage a strong and sustainable performance-basedculture, which supports growth in shareholder value. The total remuneration to executivesconsists of a market based salary, a few standard employee benefits and a variable pay programme.The President & CEO and the executive management team participate in the standard pension andinsurance schemes applicable to all employees. The company practice standard employment contractsand standard terms and conditions regarding notice period and severance pay for the President & CEOand the members of the executive management team. The company does not offer share option programmesto any managers or employees.The objective of the variable pay programme is to contribute to the company achieving good financialresults and management according to the company’s values and business ethics.The variable pay programme is based on the achievement of financial and personal performance targets,leadership performance in accordance with the company’s values and the development of thecompany’s share price compared to the development of the general stock index at Oslo stockexchange. The programme represents a potential for an additional variable pay up to the value of 94.5percent of base salary. Earnings are paid over three years. The first half of the variable pay is paid thefollowing year. The remaining amount is paid two years later with the addition of a retention elementprovided the executive is still employed by the company. The maximum payment in any calendar yearis one annual base salary. The actual reward for the executive management team for 2010 was accordingto the guidelines of the company. The variable pay in 2010 relates to amounts earned in 2009 and2007. In addition to the ordinary variable pay programme, a discretionary variable pay was introducedto the executive management team in 2010 with payment in February 2011. The accrued amount forthe discretionary variable pay is NOK 9.4 million as of 31 December 2010.