Minutes of the Supervisory Board meeting of 25 March 2015

Transcription

1 Minutes of the Supervisory Board meeting of 25 March 2015 The Supervisory Board of SpareBank 1 Nord-Norge held a meeting on Wednesday 25 March 2015 at 09:00 in the assembly hall in SpareBank 1 Nord-Norge's premises in Tromsø. The notice of the meeting was dated 3 March 2015 and forwarded to the members of the Supervisory Board, Board of Directors and Control Committee, as well as the external auditor. 32 members and invited deputy members were present, namely: Åshild Strømmesen Line Mikkelsen Terje Marius Nilsen Arne Hammari Rita Myrvang Tone Marie Myklevoll Trine Stenvold Kari Ann Olsen Lind Charlotte Ringkjøb Hugo Thode Hansen Cecilie Terese Myrseth Jon Tørset Trond Mohn Kjell Kolbeinsen Frode Helgerud Asbjørg Jensvoll Strøm Erling Dalberg Berit Berg Roar Dons Sissel Ditlefsen Marie M. Fangel Ane Engel Røger Linn Knudsen Trond Vidar Hansen Håkon Løbach Willumsen Hans Olav Gjøvik Einar Frafjord Elena Rushfeldt Hans Johan Lorentzen Øyvind Pallesen Daniel Nyhagen Anne Kathrine Nygaard In addition, members of the Board of Directors, the chief executive and representatives of the bank's administration staff were present. There were no comments on the notice of the meeting and the agenda. The meeting was declared to be lawfully constituted. Elected to sign the minutes jointly with the Supervisory Board's chairman were Sissel Ditlefsen and Terje Marius Nilsen.

2 The following items were on the agenda: Item 10/2015 Election of representatives The Nomination Committee's recommendation dated 4 March 2014 was distributed to the representatives. Arne Hammari (I) Cecilie Myrseth (F), Håkon Løbach Willumsen (E) and Elena Rushfeldt (A) were elected as count takers. The meeting chairman gave the floor to the chairman of the Supervisory Board's Nomination Committee, Charlotte Ringkjøb, who explained the Nomination Committee recommendations and the committee's work. All of the elections were reviewed point by point. The outcome of the elections was as follows: I Supervisory Board Financial years man Owner Roar Dons, Tromsø (E) - re-elected 2015 Deputy man Head of Culture Kari Ann Olsen Lind, Stokmarknes (I) - re-elected 2015 II Supervisory Board's Nomination Committee Member Artisan Marie M. Fangel, Tromsø (E) - re-elected 2015/16 Senior Advisor Einar Frafjord, Tromsø (A) - re-elected 2015/16 Deputy member CEO Trond Mohn, Paradis (E) - new 2015/16 Senior Advisor Ulf Mathisen, Hammerfest (A) - new 2015/16 Marie M. Fangel and Einar Frafjord did not participate in the discussion on their candidacies. III Depositors' Nomination Committee General Manager Rita Myrvang, Rossfjordstraumen (I) - re-elected 2015/16 Deputy member Lawyer Tone Marie Myklevoll, Tromsø (I) - re-elected 2015/16 General Manager Trine Stenvold, Fauske (I) - re-elected 2015/16

3 IV Equity Certificate Holders' Nomination Committee Financial years Artisan Marie M. Fangel, Tromsø (E) - new 2015/16 Member Board man Kjell Kolbeinsen, Tromsø (E) - new 2015/16 Deputy member Office Manager Rigmor S. Berntsen, Tromsø (E) - new 2015/16 Director Odd Erik Hansen, Tromsø (supplementary election) (E) - new 2015 V Board of Directors man Former Minister Karl Eirik Schjøtt-Pedersen, Hosle - new 2015/16 Members NRK staff member Hans-Tore Bjerkaas, Tromsø - re-elected 2015/16 Senior Employee Representative Vivi Ann Pedersen, Tromsø - re-elected 2015/16 Deputy member Engineer Erik Sture Larre jr., Oslo - re-elected 2015 CEO Trond Slettbakk, Harstad - re-elected 2015 Deputy man May Britt Nilsen, Sørkjosen - new 2015 Employee Representative Vivi Ann Movik, Harstad - re-elected 2015 Resolution: The Supervisory Board passed a resolution in accordance with the Nomination Committee's recommendations. Item 11/2015 Fees for representatives The Supervisory Board's chairman made reference to the proposal for the item and the chairman of the Nomination Committee gave an account of the Nomination Committee's recommendation. The Nomination Committee proposes the following fees for the representatives of SpareBank 1 Nord-Norge: Supervisory Board Members/deputy members NOK 69,000 per year + Control Committee NOK 151,000 per year Members NOK 92,000 per year Regularly attending deputy members NOK 92,000 per year Board of Directors NOK 450,000 per year Deputy NOK 250,000 per year Members NOK 200,000 per year Regularly attending deputy members NOK 180,000 per year Other attending deputy members NOK 11,000 per meeting

4 Audit Committee Member Risk Committee Member Remuneration Committee Member Supervisory Board's Nomination Committee Members Deputy members Other nomination committees Members/deputy members NOK 45,000 per year NOK 35,000 per year NOK 45,000 per year NOK 35,000 per year NOK 12,000 per year NOK 10,000 per year NOK 30,000 per year + NOK 11,000 per year + Other remuneration Ad hoc committees among the members of the Supervisory Board are normally remunerated at the rate of NOK 2,900 per meeting. Documented lost earnings or payment for a substitute will be reimbursed by a maximum of NOK 2,200 per day. Documentation from the employer shall be submitted for employees. For sole proprietors documentation shall be submitted for what it cost to hire help or how large the loss is shall be specified. Undocumented lost earnings can be reimbursed by a maximum of NOK 1,200 per day. Travel expenses are reimbursed in accordance with the bank's current guidelines at any given time. Resolution: The Nomination Committee's recommendations concerning remuneration rates and payments dated 2 February 2015 are adopted as the remuneration rates and payments for SpareBank 1 Nord-Norge's elected officers with effect from 1 January 2015.

5 Item 12/2015 Winding up of Control Committee The chairman of the meeting made reference to the proposal for the item and the draft resolution that was referred to and presented under item 8/2015 at the meeting of 24 March Resolution: The Supervisory Board resolves that the Control Committee be wound up. The Board of Directors shall be granted authority to arrange the practical winding up, which should be completed as soon as the Act on Financial Undertakings and Financial Groups enters into force. The authority can be delegated to others. The Supervisory Board resolves that the bank's articles of association be amended such that chapter 4 of the articles of association is cancelled. Section 6-1, second paragraph, is amended to read: "The Nomination Committee shall make preparations for the election of the chair and deputy chair of the Supervisory Committee and deputy chair and other members and deputy members of the Main Board of Directors, except for the employees' elected representatives. Furthermore, the Nomination Committee shall make preparations for the election of members and deputy members of the Nomination Committee mentioned in this paragraph. Only the employee representative on the Nomination Committee shall make recommendations for the members and deputy members of the Main Board of Directors who will be elected by the employees." Section 7-1, first to third paragraphs, is amended to read: "Section 7-1 Annual Report and Financial Statements. Reports. Deadlines The Main Board of Directors shall ensure that the annual report and financial statements (annual report and annual financial statements) are submitted to the auditor. The annual report and financial statements shall, insofar as it is possible, be closed and ready for auditing by no later than the end of January. Once the auditor has submitted his report, cf. section 5-6 of the Auditors Act, the Main Board of Directors shall send the annual report and financial statements and the auditor's report to all members of the Supervisory Board by no later than 21 days before the Supervisory Board meeting at which the annual report and financial statements will be considered. The meeting will be convened via a letter sent to all members of the Supervisory Board or via publication on SpareBank 1 Nord-Norge's website within the constraints of the current legislation at any given time. The Supervisory Board shall convene each year as laid down in section 11, first paragraph, point b, of the Savings Banks Act in order to take receipt of the Main Board of Directors' annual report and financial statements and auditor's report, as well as to approve the bank's financial statements and the annual dividend from any equity certificates."

6 Section 8-1, second paragraph, is amended to read: "Should the auditor leave, the chair of the Supervisory Committee may approve a new auditor who shall serve until the next meeting of the Supervisory Board, at which the final choice shall be made." Section 10-1, second paragraph, is amended to read: "An elected member or chair of the Supervisory Board or Main Board of Directors may not hold this elected office for a continuous period of longer than 12 years or hold these elected offices for longer than a total combined period of 20 years." Unless otherwise stated in the minutes, all resolutions were passed unanimously. * * * Sissel Ditlefsen Terje Marius Nilsen Roar Dons Supervisory Board man