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Pursuant to section 6-41 (1) of the Norwegian Public Limited Liability Companies Act, companies listed on the Oslo Stock Exchange are obliged to establish an Audit Committee that prepares matters for and advises the Board of Directors.
In 2024, Lerøy Seafood Group’s Audit Committee consisted of Britt Kathrine Drivenes and Didrik Munch (chairperson). In February 2025, the Board decided to expand the Audit Committee to include Karoline Møgster. The Audit Committee reports to the Chair of the Board. It conducts quality assurance for internal control and reporting. It is also responsible for the Board of Directors’ dialogue with and monitoring of the external auditor. The auditor reports on their work in writing to the company administration and the Board through the Audit Committee. The Audit Committee held thirteen meetings during 2024.
Pursuant to Article 5, paragraph 2 of the Company’s Articles of Association, the Company shall have a Nomination Committee consisting of three members elected by the annual general meeting for a period of two years. The Group’s Nomination Committee is in charge of preparing proposals for the composition of a shareholder -elected Board of Directors and with submitting recommendations to the annual general meeting for appointments to the Board.
At present, the members of the Nomination Committee are Helge Singelstad (Chairperson), Benedicte Schilbred Fasmer, and Morten Borge. Lerøy Seafood Group has not established specific guidelines for the Nomination Committee. However, the composition of the Nomination Committee is such that the interests of the shareholders in general are taken into account in that the majority of the committee is independent of the Board and other executive personnel, and the company’s Articles of Association also specify the framework for the Committee’s work. No Board members or executive personnel in the company are members of the Nomination Committee.
The Nomination Committee makes a recommendation regarding remuneration to the members of the Board. The general meeting makes the final decision regarding remuneration to be paid to the members of the Company’s Board and Nomination Committee.
Information on the members of the Nomination Committee is published at leroyseafood.com. To ensure the best possible basis for their assessments, the Nomination Committee will hold individual conversations with Board members and with the CEO. There is also provision for the Nomination Committee to have contact with the shareholders when recommending candidates and for shareholders to recommend candidates to the committee.
The reasoned recommendation of the Nomination Committee is included in the supporting documentation for the annual general meeting, which is published within the twenty- one- day deadline for notice of the general meeting.
In the first quarter of 2024, the Board established a Remuneration Committee consisting of the Chair of the Board and board member Are Dragesund to ensure the remuneration policy in the Group aligns with the Company’s long-term interests and strategy. The Remuneration Committee will, among other tasks, update the Group’s guidelines for stipulating salaries and other remuneration of persons in senior positions.
Chair of the Board Arne Møgster (He/him) (1975) was elected to the board at the annual general meeting on 26 May 2009. He holds a Master of Science (MSc) in International Shipping and a Bachelor degree in Business and Administration.
Arne Møgster is the CEO of Austevoll Seafoood AS, and a board member for a number of companies in the Austevoll Seafood Group. Prior to joining Austevoll Seafood ASA in 2006 - Arne Møgster earned himself versatile experience working within fishing, shipbuilding and the offshore supply market. He was the Managing Director of Norskan AS for 3 years, with one year based in Brazil.
Through his position as CEO and board member in listed companies for more than a decade Arne has extensive knowledge of a broad range of subjects including wide experience in working with ESG.
Austevoll Seafood is the majority owner in Lerøy Seafood Group, and the majority owner in Austevoll Seafood is Laco AS. Arne Møgster is a shareholder in Laco AS, and indirectly holds shares in Lerøy Seafood Group ASA.
Board memeber - Linda Kidøy Pedersen (She/her) was elected to the board on the 28th of May 2024. She holds a Cand. Scient degree in organic chemistry (1996) from the University of Bergen.
Linda has experience in areas such as nutrition and microbiology, as well as management in quality and laboratory work. Currently, Linda is the factory manager at O. Kavli AS and has extensive experience in the production of consumer goods, emergency management, and food safety.
Linda Kidøy Pedersen does not own shares in Lerøy Seafood Group as of 31 December 2024.
Board member Didrik Munch (He/him) (1956) was elected to the Board at the Annual General Meeting on 23 May 2012. He has a law degree from the University of Bergen. Didrik qualified as a police officer at the Norwegian Police University College in Oslo and held a number of positions within the Norwegian police force (1977–1986). From 1986 to 1997, he worked in finance, primarily in the DnB bank system, where he eventually joined corporate management as Director for the DnB Corporate Customer division. From 1997 to 2008, Didrik was the CEO of Bergens Tidende AS. He was CEO of Schibsted Norge AS (formerly Media Norge AS) from 2008 to 2018 and is currently self-employed. Didrik Munch has served on the boards of a number of companies, both as chair and an ordinary member. He is currently Board Chair of Solstrand Fjordhotell Holding AS and NWT Media AS, and serves on the boards of Grieg Maritime Group AS, SH Holding AS and Jonstadveien 6 AS.
Didrik Munch currently chairs the Audit Committee of Lerøy Seafood Group ASA. He also has comprehensive knowledge within the field of ESG through his extensive experience from the managements and boards of some of Norway’s largest companies. Didrik Munch is an independent director. As of 31 December 2024, he owned no shares in the company.
Board member Britt Kathrine Drivenes (She/her) (1963) was elected to the Board at the Annual General Meeting on 20 May 2008. She holds a Bachelor of Management and a Master of Management Programme in Internal audit, Risk Management and Corporate Governance from the Norwegian School of Management (BI) and a Master of Strategy and Management from the Norwegian School of Economics (NHH). She is the CFO of Austevoll Seafood ASA and also serves on the boards of several companies in the Austevoll Seafood Group. She has also been part of the Board in Norwegian Seafood Research Fund, FHF – since 2019. FHF’s goal is to create added value to the Seafood industry through industry based research and development. Britt Kathrine Drivenes has extensive experience from the fishing industry as well as financing, accounting and ESG. She is the board's designated resource related to ESG, and has completed The Acadamy for Sustainability Reporting, by The Norwegian Institute of Public Accountants. She has previously served as as board member in an IT company, and has knowledge within IT and cybersecurity. She owns shares indirectly in Lerøy Seafood Group ASA as a shareholder in Austevoll Seafood ASA.
Board member Karoline Møgster (She/her) (1980) was elected to the Board at the annual general meeting on 23 May 2017. She has a law degree from the University of Bergen (Candidata juris). She also has a Master of Science in Accounting and Auditing (MRR) from the Norwegian School of Economics. She has previously worked as a lawyer with Advokatfirmaet Thommessen AS and is now employed as a lawyer in Møgster Management AS in the Laco Group.
Karoline has extensive experience within Corporate Governance and corporate law as well as accounting and financing. She has also completed The Academy for Sustainability Reporting, by The Norwegian Institute of Public Accountants.
Karoline serves on the board of Laco AS and has board experience from other listed companies. Laco AS is the ultimate parent company of Lerøy Seafood Group. She is also a board member in Fiskebåt Sør.
Karoline Møgster indirectly owns shares in Lerøy Seafood Group ASA as a shareholder of Laco AS.
Board member Are Dragesund (He/him) (1975) is an investment professional and co-head of Ferd Capital at Ferd AS, one of Norway’s largest family-owned investment companies. Prior to joining Ferd in 2015, Are worked at The Norwegian Ministry of Finance, Cardo Partners and The Boston Consulting Group. He is a Norwegian national and graduated from the Norwegian School of Economics (NHH) in 2000. From his career as management consultant and investment professional, Are has extensive experience from the consumer goods and maritime industries. His core competencies are within strategy, finance, M&A and capital markets. As a former board member of IT security specialist firm Mnemonic AS, Are has a good command of IT security. In addition to Lerøy Seafood Group ASA, Are currently serves on the boards of Nilfisk AS, Mestergruppen AS and Brav AS. He has previously served on the board of Norkart AS. Are is an independent member of the board. As at 31 December 2022, Are Dragesund owned no shares in the company.
Board member Silje Elin Butt (She/her) (1984) was elected to the company's board as an employee representative in 2024. Silje holds a Bachelor's degree from BI Norwegian Business School and began her career as a trainee at Hallvard Lerøy in 2007. In recent years, she has supplemented her education with relevant courses at BI and internally at Lerøy, including the "Leader in Lerøy" program. After 16 years of selling seafood to the European market, Silje is currently the team leader for the Internal Sourcing team at Lerøy Seafood.
As of 31 December 2024, Silje Elin Butt owned no shares in the company.
Board member Bjarne Kristiansen (He/him) (1955) was elected to the company's board as an employee representative in 2024. Bjarne is the group union representative at Lerøy Norway Seafood.
He has been a union representative since 1990 and has been a full-time group union representative since 1996. Bjarne has served as an employee representative on the board of Lerøy Norway Seafood continuously since 1997. He has worked in the fishing industry since 1973. As of 31 December 2024, Bjarne Kristiansen owned no shares in the company.
Board member Tor Ivar Ingebrigtsen (He/him) (1974) was elected to the company's board as an employee representative in 2024. He has been employed at Lerøy Aurora since 2007, where he has worked as an aquaculture technician and later as a site team leader. Ingebrigtsen holds a vocational certificate in aquaculture and is the group union representative for LSG Farming. Additionally, he represents LSG Farming in the wage and industry council. Tor Ivar Ingebrigtsen is also a board member of both Lerøy Aurora and the Norwegian United Federation of Trade Unions (Fellesforbundet) department 74. As of 31 December 2024, Tor Ivar Ingebrigtsen owned 160 shares in the company.
Board members are continuously acquiring new ESG-related knowledge in order to stay up-to-date with new and existing requirements, latest trends and best practices in the ESG-field. Continuous learning is essential to be able to identify new challenges and opportunities. All of the Board members are participating in various trainings, workshops, conferences and networking arrangements.
The Board has nine members, with a gender distribution of 55% men (five members) and 45% women (four members). All Board members serve in a non-executive capacity. Additionally, three of the Board members represent both employees and non-employees. 33% of the Board members are independent.
The Board's members each bring a wealth of experience from diverse fields. Three of the members have extensive experience in leadership and strategic management within the fish industry as well as accounting, auditing, governance, ESG matters, cybersecurity and food safety issues.
The Board of Directors in Lerøy sets the strategic direction for the Group, ensuring that it aligns with the Group's vision and long-term goals. The Board oversees the Group management team, ensuring that they operate effectively and in the best interests of shareholders. It is responsible for identifying and managing risks that could impact the organisation. This involves establishing risk management policies and monitoring their implementation. The Board ensures that the Group adheres to legal and ethical standards. This includes maintaining transparency, accountability, and integrity in all business practices. It also oversees the Group's ESG initiatives, ensuring that the Group has sound ESG practices in place. The Board holds a high-level oversight of Impact, risk and opportunity (IRO) follow-up while the Audit Committee is responsible for ensuring the reporting of IROs.
The CEO has delegated the day-to-day process of identifying and assessing actual and potential impacts on the economy, environment and people as well as the determination of material topics for reporting to the ESG & Quality and the HR departments.
The day-to-day follow-up of sustainability related KPI's is performed locally monthly and quarterly. Annual reviews of reported information are carried out by the ESG & Quality department and the HR department. The Group’s impact on the economy, environment, and people are reviewed by the Group management monthly. The Audit Committee and the Board reviews the same impacts minimum four times a year.
Each member of the Management team is responsible for an area/an operational segment. This includes responsibility for overseeing the Group's impacts on the economy, environment, and people. All companies in the Group have defined sustainability (ESG) related KPIs and these are managed on a local level.
Day-to-day follow-up of sustainability related KPIs is performed locally. Monthly/ quarterly/ annual review of reported information is carried out by ESG & Quality department. Group’s impacts on the economy, environment, and people are reviewed by the Management Team monthly. The Board is reviewing impacts related to economy, environment, and people at every meeting. The Audit Committee is reviewing impacts on the economy, environment, and people in detail four times a year.
Both the Board and the Management Team review and approve both the list of material topics as well as reported information. The material topics and reported information (on high-level) is presented to and approved by the Board. The information is presented and distributed to the Board by the Head of ESG & Quality. The presented information is being reviewed by the Board prior to it being approved. Corrections and amendments are made if necessary.
The Group has developed a Board of Director's Guidance and Working procedure. The document is prepared in cooperation with both the Board and the Chair of the Board. The procedure contains, among other matters, guidance on how the Board and the Management team shall handle agreements with related parties.
The Group has established a procedure to ensure that both the Board and the Management Team must notify the Board of Directors if Lerøy enters an agreement where a member of the Board or the Management Team might have any significant interest in. In cases where a company which has connections to a Board member performs work for the Board, the independence issue is assessed by the Board. If necessary, appropriate action is taken accordingly.
Should transactions with related parties occur, these shall be documented and executed according to the Arm’s Length Principle. An independent assessment shall be carried out for significant contracts. Exemptions may be made for agreements that represent part of the company’s regular operations, and are based on regular commercial conditions and principles.
Agreements with related parties shall be reviewed to ensure sufficient clarity regarding proper balance of the agreements. This is to make sure that the Group is aware of potential conflicts of interest and performs due diligence checks prior to entering a contract. The purpose of this process is to prevent assets being transferred from the company to related parties.
Information on related parties is available in the Group’s Annual report – Financial information – Note G4.7 - Related Parties.
(Potential) conflicts of interest are not disclosed to stakeholders.
When recruiting board members, the Group’s owners follow a longstanding strategy of assessing its need for varied competency (including ESG-related competency), continuity, renewal and changes in ownership structure. It will always be in the Group’s interests to ensure that the composition of the Board varies in line with the demands and expectations made on the Group.
The Board is performing self-evaluation at least annually. The Board’s evaluation of its own performance and of Group management must be seen in conjunction with the Group’s performance. To date, the Board has not issued reports on its evaluation of its own work; this is a conscious priority decision and must be viewed in connection with other announcements in the company’s communications to the public. Moreover, external evaluations of the Board’s work are probably the most influential and are likely to remain so in the future.
If relevant and necessary - actions might be taken in response to these evaluations. The actions can include changes to the composition of the highest governance body and organisational practices.
Recommendations for remuneration of the members of the Board are developed by the company’s Nomination Committee and adopted by the annual General meeting in accordance with section 6-10 of the Public limited Liability Companies Act.
Remuneration of the Board of Directors is not based on results. The Board members elected by the shareholders have no share options. If enterprises which board members are associated with perform work for the company’s Board, the question of independence is treated specifically by the Board.
Remuneration of the Chairperson of the Board and other board members is recommended by the Nomination Committee and adopted by the General meeting.
A renumeration report for executives is published annually, highlighting the actual remuneration, remuneration principles and framework. The guidelines regarding salary and other remuneration shall be clear and understandable and contribute to the company’s business strategy, long-term interests, and financial capacity. The schemes for salary and other remuneration shall help to align the interests of shareholders and executive personnel, and they shall be simple.
The annual general meeting shall, at minimum every four years, review and approve the Board’s guidelines for stipulating salary and other remuneration of persons in senior positions according to the provisions in section 6-16 a of the Public Limited Liability Companies Act and related regulations. Furthermore, the annual General meeting shall hold an advisory vote each year on the Board’s statement regarding paid and current remuneration covered by the guidelines prepared according to section 6-16 a of the Public Limited Liability Companies Act, cf. section 6-16 b of the Public Limited Liability Companies Act.
Regarding remuneration of executive personnel – the Company mainly uses fixed pay as a compensation option. Variable pay is used to a limited degree. Executive salary shall be competitive, so that the company is able to attract and retain the most skilled executive-level employees. The fixed remuneration of executive personnel shall include: Base salary – it is established on the basis of the responsibilities, complexity, competencies and length of service for the position.
Base salary is normally the main element of executive personnel salaries. Bonus schemes – in principle, bonuses are a form of profit sharing where members of management are remunerated for their contribution to the company’s long term earnings and development.
The purpose of Lerøy’s bonus scheme is to stimulate continuous development of Lerøy’s value creation, growth and results, as defined in the company’s strategy. Bonus payments are assessed and stipulated every year based on a comprehensive evaluation of five components: the executive’s value creation, efforts, results, values, attitudes and conduct – all in relation to defined goals, tasks and available resources, this also includes performance related to organizations impacts on the economy, environment and people.
At the end of the assessment period, a decision regarding the extent to which the criteria for a bonus payment have been met. The assessment is performed according to the criteria described above. Bonus payments to persons in senior positions may compromise up to one year’s salary. The company does not have a scheme for repaying of variable remuneration. The Board reserves the right to make amendments or terminate the bonus scheme on yearly basis.
The company does not have any scheme for reclaiming variable remuneration. The Board of Directors has the right to make changes to or terminate the bonus scheme on a yearly basis.
Lerøy Seafood Group ASA has a defined contribution pension scheme according to the Act relating to mandatory occupational pensions. The base for premium payments is capped at maximum 12G (G is the national insurance base amount) per year.
Senior executives in the Group are members of the company’s collective pension scheme up to the Group’s in-house retirement age, which is 70, and do not have separate agreements that include early retirement or supplementary pensions. The company may, however, enter into such agreements in the future.
In principle, the company does not make use of severance pay apart from salary during the period of notice for the number of months stipulated in the provisions of the Working Environment Act. Severance pay may, however, be a good alternative in some situations for all parties involved. Severance pay can therefore be utilized in extraordinary circumstances, albeit capped at two annual salaries.
