Morpol ASA: RECOMMENDATION FROM THE NOMINATION COMMITTEE OF MORPOL ASA FOR THE EXTRAORDINARY GENERAL MEETING OCTOBER 23, 2013 RECOMMENDATION FROM THE NOMINATION COMMITTEE OF MORPOL ASA FOR THE EXTRAORDINARY GENERAL MEETING OCTOBER 23, 2013 The mandate of the nomination committee is to propose candidates for the board of directors and the nomination committee to be elected by the shareholders at the General Meeting, as set out in the instructions of the nomination committee (2.1 & 2.2). Further the nomination committee recommends on the annual compensation to the elected members (2.4). Marine Harvest ASA has requested that an Extraordinary General Meeting shall be convened in Morpol. Marine Harvest ASA owns more than 87 % of the shares in Morpol. The board of directors has convened such meeting, which is to be held October 23, 2013. Election of board members and members of the nomination committee is on the agenda. Not remuneration, however, as this has been set for the term until the Annual General Meeting in the spring of 2014. The board of directors - composition The current board consists of Bjørn Myrseth (chairman), Marianne E. Johnsen (vice chairman), Teresa Sienkiewicz and Kaj Kohave. The nomination committee has received a proposal from the majority shareholder Marine Harvest ASA regarding the composition of a new board in Morpol. The proposed new board will consist of 7 members, whereof 2 independent, 1 of these is currently on the Morpol board. The nomination committee has contacted and interviewed the independent candidates, but not the proposed members that are employees or on the board of Marine Harvest ASA. For these candidates the nomination committee has relied on CV information, received from Marine Harvest ASA. We have received confirmation from Marine Harvest ASA that the internal candidates have accepted to take on these positions. The independent candidates have confirmed both their willingness to stand for election and their independence of the majority shareholder Marine Harvest ASA, and the top management and central suppliers of Morpol ASA. In a dialogue with the main shareholder and the three largest minority shareholders the nomination committee has proposed different alternatives with the purpose of safeguarding the interest of the minority shareholders. None of these have resulted in an alternative proposal that would get a majority of votes at the Extraordinary General Meeting. The board, as proposed by the majority shareholder, is considered to have satisfactory collective competence, and the proposal is also in accordance with the rules of gender representation. The number of independent directors is in line with the minimum stipulated in the NUES recommendation. The proposal also satisfies the legal requirements of independence and expertise for establishing an audit committee. On this background, the nomination committee submits the following proposal: Ola Brattvoll (MHG), chairman Ole-Eirik Lerøy (MHG), board member Alf-Helge Aarskog (MHG), board member Ivan Vindheim (MHG), board member Lise Holen (MHG), board member Lisbeth Hope Frugård (independent), board member Teresa Sienkiewicz (independent), board member Term of office is until the Annual General Meeting in the spring of 2015. The nomination committee - composition The nomination committee currently consists of Mai-Lill Ibsen (chairman), Anne Breiby and Petter Qvam. The nomination committee has held 3 meetings in the period since the Annual General Meeting in 2013. The nomination committee has received a proposal from the majority shareholder Marine Harvest ASA regarding the composition of a new nomination committee, consisting of three members. The nomination committee has not contacted or interviewed the two new candidates, but has relied on CV information received from Marine Harvest ASA, and their confirmation that the candidates have accepted to take on the positions. The third member (who is currently on the nomination committee) has confirmed willingness to continue. The proposal gives the nomination committee some continuity and the continuing member is considered independent of the majority shareholder Marine Harvest ASA. The composition of the nomination committee has been discussed with the shareholders, but this has not resulted in an alternative proposal that would get a majority of votes at the Extraordinary General Meeting. On this background, the nomination committee submits the following proposal: *Erling Lind, chairman *Marit Solberg (MHG), member *Petter Qvam, member Term of office is until the Annual General Meeting in the spring of 2015. Information about the board of directors and the nomination committee members' background and experience can be found attached to this recommendation. Oslo, October 20, 2013 Mai-Lill Ibsen Anne Breiby Petter Qvam Chairman CV information - the Board of Directors Alf-Helge Aarskog (1967), Chief Executive Officer (CEO) in Marine Harvest ASA Nationality: Norwegian Education: MSc. in Aquaculture from the Norwegian University of Life Sciences (UMB), as well as supplementary management education from Harvard Business School. Experience: Mr. Aarskog has broad experience from the salmon farming industry. Prior to his position in Marine Harvest ASA, he was the CEO of the Lerøy Seafood Group ASA. Previous positions include Executive Vice President of the Lerøy Seafood Group, Managing Director of Lerøy Midnor AS and Head of Production in Fjord Seafood ASA, a company later merged with Marine Harvest ASA. Ole Eirik Lerøy (1959), Chairman of the Board in Marine Harvest ASA Nationality: Norwegian Education: Educated at the Norwegian School of Management 1980-84. AFF management program 1992. Experience: Former CEO in Lerøy Seafood Group ASA 1991-2008, former Chairman of the Norwegian Seafood Federation (FHL) and former chairman of the board of the Norwegian Seafood Export Council (NSEC). Mr. Lerøy has broad experience from the seafood industry. He is member of the board of the International Groundfish Forum. Ivan Vindheim (1971), Chief Financial Officer (CFO) in Marine Harvest ASA Nationality: Norwegian Education: MSc. in Economics and Business Administration from the Norwegian School of Economics and Business Administration (NHH), and an MBA from the same school. He is a State Authorized Public Accountant and a Certified Financial Analyst. He has in addition studied law. Experience: Mr. Vindheim has broad experience within finance, financial control and corporate finance from different management roles; he comes from the position as CFO in Lerøy Seafood Group ASA. Previous to this job Mr. Vindheim held a position as Vice President Finance at Rolls-Royce Marine AS. In the period 1996-2004 he worked for Deloitte. Ola Brattvoll (1968): Chief Operating Officer (COO) Sales & Marketing in Marine Harvest ASA Nationality: Norwegian Education: MSc. from the Norwegian College of Fisheries Science at the University of Tromsø. Studies in economics and marketing. Experience: Mr. Brattvoll has extensive experience from the seafood industry, within marketing and sales at the Norwegian Seafood Export Council, both from Norway and at the office in Tokyo, Japan. Mr. Brattvoll has also worked within marketing and sales at Hallvard Lerøy AS, both as Market Director and VP Sales, prior to joining Marine Harvest in December 2010. Lise Merete Holen (1971): Vice President Accounting, Marine Harvest ASA Nationality: Norwegian Education: Mrs Holen is a MSc. in Economics and Business Administration from the Norwegian School of Economics and Business Administration (NHH). Experience: Mrs Holen has more than 10 years of experience in accounting and controlling in Marine Harvest and former Fjord Seafood. Lisbeth Hope Frugård - Partner in Giraffe Marketing Nationality: Norwegian Education: Ms Frugård has a degree in economics and administration from Rogaland College. Experience: Extensive management experience from leading Norwegian FMCG companies. Ms Frugård was the marketing Director in Rieber & Son ASA from 2012- 2013 (aug). From 2008-2011 she was managing director in the Norwegian advertising agency Tibe Republic. Before that she was Marketing and Informations manager in Hansa Borg breweries. Teresa Sienkiewicz (1964), CEO of Chata Polska Nationality: Polish. Education: Holds a Master degree from University in Lublin, which was followed up by post-graduate studies at Cambridge University and MBA of University of Central Lancashire. Experience: More than 20 years of experience working in managerial positions in different sectors. She started her professional career in early 90' in automotive sector with Same-Lamborghini, where she held a number of senior operational and financial roles, both in Poland and internationally, including CFO position for Poland. She has held a number of management positions in leading food companies and has extensive experience as a senior executive in listed companies - Tate & Lyle, Rieber & Son, Suedzucker AG. Ms Sienkiewicz has been working in different countries on cross boarders projects with multicultural organizations. CV information - the Nomination Committee Erling Lind, Partner at Wiersholm AS Nationality: Norwegian Education: Cand. Jur., University of Oslo Background: Mr. Lind has been a partner in Wiersholm since 1990. Before that he was partner in Wiersholm, Backe and Helliesen. He has also been working in Slaughter and May London. Mr. Lind has been engaged by Marine Harvest ASA for legal advice from time to time. Marit Solberg, COO Farming Marine Harvest ASA Nationality: Norwegian Education: MSc. in Microbiology from University of Bergen Experience: Mrs. Solberg held the position as Managing Director of Marine Harvest in Norway. She has long experience in the aquaculture industry and was Regional Director for Marine Harvest Norway for several years and previously held senior management positions in Hydro Seafood as well as MOWI AS. Since 2002 Mrs. Solberg has managed the extensive and highly successful turnaround of the Marine Harvest operations in Norway. She has a wide background in technical and production areas as well as merger and change management experience. Board appointments: Leader of the Board in the Norwegian Seafood Council. Previous Board member of Norwegian Seafood Federation Aquaculture (FHL) Petter Qvam, wealth manager with Skagen AS Nationality: Norwegian Education: He holds a degree (Siviløkonom) from University of Lund and an MBA from Thunderbird School of Global Management. Experience: Petter Qvam is a wealth manager with SKAGEN AS. He has more than 17 years' experience as managing director of mutual fund companies, amongst these are Postbanken Verdipapirfond and Landkreditt Forvaltning. He has held and holds several honorary position's both within the mutual fund industry and as SKAGEN representative. This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. proposal from the Nomination Committee ------------------------------------------------------------------------------ This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Morpol ASA via Thomson Reuters ONE HUG#1736840
Morpol ASA: RECOMMENDATION FROM THE NOMINATION COMMITTEE OF MORPOL ASA FOR THE EXTRAORDINARY GENERAL MEETING OCTOBER 23, 2013
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