- Remuneration policy
- Remuneration in 2018
- Resignation and retention
- Initiatives in 2018
- Board remuneration
- Board options
- Remuneration committee - terms of reference
- Further details about remuneration
1. Remuneration policy
Remuneration at NORDEN is determined based on a remuneration policy (see "General Guidelines for incentive based remuneration" below) applying to the Board of Directors and the Executive Management adopted at the annual general meeting on 12 April 2018.
The policy is implemented by a remuneration committee answering to the Board of Directors.
The purpose of NORDEN’s remuneration policy is to attract and retain qualified managers, thus securing the basis for long-term value creation for the shareholders.
Upon recommendation from the remuneration committee under the Board of Directors, the Board of Directors decides on the implementation of the remuneration policy in order for it to match NORDEN's needs, results and challenges.
In addition to a fixed salary, the policy offers the possibility of pension scheme, accessory benefits such as car, telephone, papers, etc., cash bonus and restricted shares and share options.
The award of incentives is balanced with regard for the Company's results and objectives, the competitive envrionment, market stituation and outlook, the purpose of the individual instruments as well as personal performance.
2. Remuneration in 2018
In 2018, the Executive Management’s remuneration was a combination of fixed salary and benefits, cash bonus and restricted shares.
Fixed salary for the Executive Management totalled USD 1.7 million in 2018, whereas total remuneration including bonuses and options amounted to USD 2.6 million in 2018 against USD 2.4 million in 2017. In 2018, Jan Rindbo received a bonus of USD 0.5 million including retention bonus, while Martin Badsted received a bonus of USD 0.3 million. The value of share options granted to the Executive Management amounted to USD 0.2 million (USD 0.2 million in 2017). In determining the exercise price, a 10% premium is added to the market price at the grant date so that the options are not of value to the receivers until the shareholders have received a 10% return. At the grant date, the theoretical value of the options corresponded to 13% of the Executive Management’s fixed salary. The limit according to NORDEN’s remuneration policy is 150%. The Executive Management is required to reinvest 25% of any gain on their options in NORDEN shares and to keep these shares for a number of years. For a more detailed description of the share option programmes, see note 31 to the financial statements.
3. Resignation and retention
The Executive Management's term of notice to the Company is 6 months, while NORDEN's term of notice to the members of the Executive Management is 12 months. NORDEN's terms of notice to the other members of the Company's Senior Management are 3-9 months while their terms of notice to the Company are 1-4 months.
If members of the Executive Management step down following a change of control (merger, takeover, etc.), they will receive a special severance payment in addition to their normal salary, and in some cases bonus, during the notice period. This severance payment equals 12 months’ salary. Jan Rindbo’s employment contract includes a retention bonus in each of the years 2015-17 in the form of shares in NORDEN at an annual value of DKK 1 million. Retention bonuses in addition to these do not exist for the Executive Management or the Senior Management. The Executive Management, parts of the Senior Management are subject to non-competition clauses of 6-12 months. The Company will pay out compensation corresponding to the full base salary of the person in question, in some cases with certain supplements, during the period in which the clauses apply.
4. Initiatives in 2018
In April 2018, a revised remuneration policy was adopted at the annual general meeting. The revised policy makes it possible to replace the share option programme with a restricted share programme to further enhance performance and retention of key employees. The size and cost of the program will not exceed the current option programme
5. Board remuneration
Each member receives a base fee, and the Chairman and Vice Chairman also receive a supplement fee.
The fee structure was changed in 2015 for it to better reflect efforts made in connection with committee work. The total remuneration of the Board of Directors in 2017 amounted to USD 0.7 million. The Board of Directors proposes unchanged remuneration in 2018.
6. Board options
The Board of Directors does not possess share options or warrants.
7. Remuneration committee - terms of reference
The Board of Directors has a remuneration committee responsible for supervising the implementation of NORDEN's remuneration policy. The committee is made up of Klaus Nyborg (committee chairman), Karsten Knudsen and Tom Intrator.
The committee held 2 meetings in 2017.
The remuneration policy reflects the fact that incentive-based remuneration is customary among the shipping companies, which compete across borders for the best employees. Therefore, NORDEN must be able to offer a base salary conforming to market standards as well as incentives to high-performing individuals. The most important incentives are bonuses and share options. NORDEN does not wish to lead in terms of salaries, but the recruitment and retention of qualified employees is essential in order to ensure maximum return on the Company’s large investments. Therefore, remuneration has to be a competitive element in NORDEN’s overall employee package, which also includes good career, secondment and supplementary training opportunities, short chains of command, extensive delegation and responsibility, a strong corporate culture, value-based management, etc.
8. Further details about remuneration
Further details about remuneration can be found in the Annual Report 2018 pages 43-45.