Compensation committee

The Board has established a compensation committee that is tasked with the following main duties:

a) Work as a preparatory body in order to ensure implementation and compliance with the guidelines for terms of employment for senior executives that have been adopted by the Annual General Meeting (the “Guidelines”);

b) Conduct drafting work for the Board’s proposed principles for compensation of the CEO and other senior executives for the 2012 Annual General Meeting;

c) Conduct drafting work concerning entering into new agreements and renegotiating existing agreements with senior executives, for decision by the Board;

d) Where applicable, to conduct drafting work for any special reasons that may exist in an individual case to depart from the Guidelines;

e) Review the Board’s report on compensation of senior executives in the Annual Report and for the 2012 Annual General Meeting as well as monitor and follow-up the auditors’review.

The CEO makes presentations at the committee’s meetings. The Board has adopted rules of procedure for the committee’s work. The committee reports its work to the Board through the CEO, who informs the Board about the committee’s opinions, and by distribution of meeting notes to the members of the Board.

The Board has not delegated decision-making right to the Compensation Committee, and it is thus the entire Board’s responsibility to decide on such matters as remuneration and employment terms for the CEO as well as remuneration for other senior executives, to the extent it deviates from the Guidelines.  
Compensation Committee composition and attendance