2 maj, 2013 Annual General Meeting 2012 - Northland Resources
Compensation Discussion and Analysis4On March 10, 2008, the board of directors of the Company (the “Board of Directors” or the “Board”) formed aformal Compensation Committee, comprised entirely of independent directors to assist the Board in dischargingits oversight responsibilities relating to compensation, including the Company’s Remuneration Policy andmaking recommendations regarding compensation to Directors.The compensation of the Company’s NEOs and other senior officers has been determined by the Company’sBoard of Directors as a whole, with input from the Compensation Committee, who have monitored theCompany’s compensation practices to ensure that the Company maintains its competitiveness and that itappropriately recognizes growth and change within the organization. While the Company’s NEOs haveprovided input to the Compensation Committee, including peer group comparisons, no NEO has been party tohis compensation discussion with the Committee.Compensation for NEOs and other senior officers is composed primarily of two components, namely, basesalary and participation in the Company’s Stock Option Plan. Salaries and options are determined in a waytypical for the industry in general and specific to Nordic countries. The Board of Directors also takes intoconsideration level of expertise, responsibilities, length of service to the Company and comparable levels ofremuneration paid to executives of other companies of similar size and development within the industry. During2011, there were no changes proposed, or adopted by the Compensation Committee in the way NEOs arecompensated.The general compensation philosophy of the Company for NEOs and other senior officers is to provide a levelof compensation that is fair and competitive within the marketplace, that will attract and retain individuals withthe experience and qualifications critical to the success of the Company and the enhancement of shareholdervalue, and that will reward the performance of those executives whose actions have a direct and identifiableimpact on the performance of the Company. The Company has previously granted incentive stock options aspart of total compensation to its NEOs and other senior officers; however, at the Annual General Meeting heldMay 18, 2011 (the “2011 AGM”), the Stock Option Plan was not re-approved.Base SalaryThe base salaries paid to the Company’s NEOs are based upon the Company’s assessment of the salariesrequired to attract and retain the calibre of executives it needs to achieve its desired growth and performancetargets.Stock OptionsThe Company’s Stock Option Plan is intended to assist in attracting, retaining and motivating NEOs, Directors,officers, employees and service providers of the Company and its direct and indirect subsidiaries and to closelyalign the personal interests of such NEOs, Directors, officers, employees and service providers with those of theshareholders by providing them with the opportunity, through options, to acquire shares in the capital of theCompany.At the 2011 AGM, the Stock Option Plan was not reapproved by shareholders. Therefore, no new options havebeen granted since May 18, 2011; option allocations made prior to that date continue to be in full force andeffect and are governed by the provisions of the Stock Option Plan approved by shareholders on September 5,2008.Summary Compensation TableThe following table sets out all compensation paid to the NEOs during the three most recently ended fiscalperiods:
5Name andprincipalpositionFiscalPeriod(1)Salary($)Sharebasedawards($)Optionbasedawards($)(2)Non-equity incentiveplan compensation($)PensionValue($)(3)All othercompensation($)Totalcompensation($)AnnualincentiveplansLongtermincentiveplansAnders Hvide2011471,5710264,3150000735,886ExecutiveChairmanD2010J2010392,028277,57700327,768298,58000000000719,796576,157Karl-AxelWaplanPresident &CEO2011D2010J2010531,549302,290238,848000311,289479,1280000000121,419111,79098,379734240964,330893,632337,227Eva Kaijser2011264,1900191,3970047,81913,034516,440CFOD2010135,2340324,8640029,4940489,592J2010n/a0n/a00n/a0n/aShane Williams2011312,8220129,715003,42710,180456,144Vice President– ProjectsD2010J2010144,867261,00100199,63319,204000038,10131,1817,8110390,412311,386Peter Pernlöf2011284,1100347,0880034,1026,178671,478COO & VP –Procurementand EnergyD2010J2010n/an/a00n/an/a0000n/an/a00n/an/aNotes:(1) “J2010” represents the fiscal year beginning February 1, 2009 and ending January 31, 2010; “D2010” represents the fiscalyear beginning February 1, 2010 and ending December 31, 2010, as a decision to amend the financial year to follow thecalendar year, was taken at an Extraordinary General Meeting held August 23, 2010.(2) Amount recorded is in respect of option grants made in the 2010 and 2011 fiscal years based on the value of the optiongrant on the date of grant as determined by the Black-Scholes option valuation methodology.(3) The Company has standard pension plans, depending on the country in which the NEO is employed; however theCompany also enters into pension agreements on a discretional basis.