Principles of Corporate Governance

2. BUSINESS

GRIEG SEAFOOD ASA

The company's business is defined in Article 3 of its Articles of Association: “The object of the company is to engage in the production and sale of seafood and in naturally related activities, including investment in companies engaged in the production and sale of seafood and in other naturally related activities.”

The company is established and registered in Norway, and is required to comply with Norwegian law, including laws and regulations pertaining to companies and securities.

GRIEG SEAFOOD ASA’S VISION, TARGETS AND STRATEGY

In keeping with Grieg Seafood’s vision “Rooted in nature - farming the ocean for a better future”, we demonstrate our commitment to corporate social responsibility by operating profitably and sustainably in a manner that conforms to fundamental ethical norms and respect for the individual, society as a whole and the environment. Through its five pillars, Grieg Seafood is committed to creating sustainable and long-term value. Sustainability is fundamental to the industry and strongly impacts our financial performance. Our strategy comprises three key strategic objectives for continued business development: global growth, cost improvement and value chain repositioning. Increasingly sustainable farming practices underpin all areas of the strategy.

The Board is committed to sound corporate governance, and our governance structure helps enable the Board to fulfil its fiduciary dutiesand ensure our long-term success. The Board has established objectives, strategies and risk profiles for the company’s defined business scope, in order to create value for its shareholders. The Board has an annual plan for its endeavors and follows a five-year cycle in its strategy work. This includes a review of risk areas and internal controls, as well as approving the strategy, objectives and risks relating to sustainable development.

The company aims to comply with all relevant laws and regulations, and with the Norwegian Code of Practice for Corporate Governance. This also applies to all companies controlled by the Group. Therefore, to the extent possible, this statement of principle also applies to all companies within the Group. The company has its own Code of Conduct, which all employees and contract workers must abide by. The company also has its own Supplier Code of Conduct, which all suppliers are expected to comply with.

MANAGEMENT OF THE GROUP

Control and management of the Group is divided between the shareholders, represented by the General Meeting, the Board of Directors and the CEO, and is exercised in accordance with prevailing company legislation.

Deviations from the Norwegian Code of Practice: None

3. EQUITY AND DIVIDENDS

EQUITY

At any given time, the Group shall have a level of equity and a capital structure that is appropriate to the Group’s cyclical activities. The Board requires that, as a minimum, equity consistently complies with current loan covenants.

As at 31 December 2023, the company's consolidated equity totaled NOK 6 669 million, equivalent to 49% of total assets and a debt-to-equity ratio of 1.0. The Board of Directors considers the current capital structure to be satisfactory in relation to the company’s objectives, strategy, and risk profile.

DIVIDEND

The Group’s objective is to give shareholders a competitive return on invested capital through dividend payments and appreciation in the value of the share, at a level at least equivalent to other companies with comparable risk.

Any future dividend will depend on the Group’s earnings after taxes, financial situation and cash flow. The Board believes that the dividend paid should keep pace with the Group’s profit growth, while at the same time ensuring that equity remains at a healthy and optimal level. In addition, the Board must ensure that there are adequate financial resources to pave the way for future growth and investment, and meet its desire to minimize capital cost.

The Board has adopted a dividend policy whereby the average dividend, over a period of several years, should correspond to 30-40% of profit after tax before fair value adjustment of biological assets (limited to 50% by Green Bond terms). Furthermore, although a net interest-bearing debt per harvested kg of up to NOK 40 is considered reasonable, it may be exceeded in periods of growth-related investments. Based on this, the size of the dividend could be adjusted within the margin set out above.

In 2023, the Group distributed a dividend of NOK 4.5 per share to shareholders, which corresponds to 48% of the net profit before fair value adjustment of biological assets for the 2022 fiscal year.

BOARD AUTHORIZATIONS

The Board can ask the Annual General Meeting (AGM) to grant a general mandate to pay out dividends in the period until the next AGM. An explanation must be given for the Board´s proposal. The dividend will be based on the Group's current policy. Dividends should be paid on the basis of the last financial statements approved within the scope of the Norwegian Public Limited Companies Act. Upon authorization being granted, the Board determines the date from which the shares are to be traded ex-dividend.

The Board has a general authorization to increase the company’s share capital through share subscriptions for a total amount not exceeding NOK 45 378 816, divided into 11 344 704shares at the nominal value of NOK 4 each. The authorization covers merger decisions as provided for in Section 13-5 of the Norwegian Public Limited Companies Act. The Board is entitled to increase the share capital on several occasions and may itself determine the amount of the share capital increase in each case.

The Board has a general authorization to acquire the company’s own (treasury) shares in accordance with the provisions of Chapter 9 of the Norwegian Public Limited Companies Act for an aggregate nominal amount not exceeding NOK 45 378 816. The company shall pay not less than NOK 4 per share and not more than NOK 240 per share when acquiring treasury shares. No treasury shares were acquired in 2023. See Note 24 to the Group Accounts.

All the authorizations remain in effect until the next AGM, but not later than 30 June 2024. Going forward, the company will observe the Norwegian Code of Practice in respect of new proposals to authorize the Board to implement capital increases and acquire treasury shares.

Deviations from the Norwegian Code of Practice: None

4. EQUAL TREATMENT OF SHAREHOLDERS AND TRANSACTIONS WITH RELATED PARTIES

SHARE CLASS

The company has one class of shares, and all shares carry the same rights. As at 31 December 2023, the company had 113 447 042 outstanding shares, including treasury shares.

TREASURY SHARES

If the company trades in its own (treasury) shares, the Norwegian Code of Practice’s provisions relating to the equal treatment of shareholders and transactions with related parties shall be observed.

As at 31 December 2023, the company held 1 313 654 treasury shares.

APPROVAL OF AGREEMENTS WITH SHAREHOLDERS AND OTHER RELATED PARTIES

All non-immaterial transactions between the company and a shareholder, Board member, senior employee, or their related parties, shall be subject to valuation by an independent third party. If the consideration exceeds one-twentieth of the company’s share capital, transactions of this kind shall be approved by the General Meeting, in so far as this is required under Section 3-8 of the Norwegian Public Limited Companies Act. The company has adopted a policy for transactions with related parties/majority shareholders. There were no significant transactions with related parties in 2023. Day to day transactions with related parties have taken place under market conditions in accordance with arm's length principle, and are described in Note 30 to the Group Accounts.

CAPITAL INCREASES

Should shareholders’ preferential subscription right be waived, the Norwegian Code of Practice shall be observed. There were no capital increases in 2023.

Deviations from the Norwegian Code of Practice: None

5. SHARES AND NEGOTIABILITY

There are no limitations with regards to owning, or trading for the company’s share or voting right conferred by them.

Deviations from the Norwegian Code of Practice: None

6. GENERAL MEETINGS

The shareholders are the owners of the company, and the General Meeting is the supreme governing body of the company. All shareholders are invited to attend the Annual General Meeting (AGM) and Extraordinary General Meeting (EGM), if any. With respect to the timing and facilitation of General Meetings, the Board of Directors will do its best to ensure that as many shareholders as possible may attend and exercise their rights, thereby making the General Meeting an effective forum for the views of shareholders and the Board of Directors.

The company’s AGM shall be held each year before the end of June. The Board will assess the meeting form (physically and/or digital). The AGM shall consider and, if thought fit, adopt the annual financial statements, the integrated annual report and proposed dividend, and the annual report on remuneration of executive personnel. It shall also decide other matters which under current laws and regulations pertain to the AGM. Guidelines in accordance with the Norwegian Public Limited Liability Companies Act, Section 6-16a, and the regulations about guidelines and reporting for remuneration of executive personnel were adopted by the AGM in June 2021. Pursuant to Sections 6-16a and 6-16b of the Public Limited Liability Companies Act, the remuneration report shall be approved by the AGM. The remuneration guidelines shall be reviewed and approved every four years or earlier in the event of significant changes.

The Board may convene an Extraordinary General Meeting (EGM) at whatever time it deems necessary or when such a meeting is required under current laws or regulations. The company’s auditor and any shareholder or group of shareholders representing more than 5% of the company’s share capital may require the Board to convene an EGM.

The Board must give at least 21 days’ notice that a General Meeting is to be held. During this period, the notice and documents pertaining to matters to be considered at the General Meeting shall be accessible on the company’s website. The same applies to the Nomination Committee’s recommendations. When documents are made available in this manner, the statutory requirements for distribution to each shareholder do not apply. Nevertheless, a shareholder may ask to be sent physical documents concerning matters to be considered at the General Meeting.

Shareholders who wish to attend the General Meeting in person or by proxy, must notify the company at the latest two working days before the General Meeting.

Shareholders can vote on each individual matter (subject to statutory disqualifications), including on each individual candidate nominated for election. Shareholders unable to attend may vote by proxy. An authorization form containing a vote option for each agenda item will be enclosed with the notice of meeting. Shareholders may also authorize the Board’s chair or the CEO to vote on their behalf.

The Nomination Committee proposes candidates for election to the Board by the AGM.

The company will publish the minutes of General Meetings in accordance with the stock exchange regulations, in addition to making them available for inspection at the company’s registered offices. The minutes of meetings are available here.

The Board’s chair and the CEO will attend the General Meeting. The Board’s chair will normally chair the General Meeting. The Board will ensure that, if it so requests, the General Meeting is also able to appoint an independent chair. A member of the Nomination Committee will attend the General Meeting if they are likely to be needed or are available.

The Board shall not contact the company’s shareholders outside the General Meeting in a manner which could be deemed to constitute preferential treatment or which could be in conflict with current laws or regulations.

In 2023, Grieg Seafood Group held its AGM on 27 June as a virtual meeting.

Deviations from the Norwegian Code of Practice:

GSF Group deviates from the Code of Practice in two ways.

1. The AGM is not led by an independent chair, but by the Board’s chair. This is in accordance with its Articles of Association. Given the matters considered by the AGM, an independent chair has not been considered necessary. In cases that involve related parties, the AGM is chaired by an independent Board member.
2. Not all members of the Board or the Nomination Committee attend the AGM. The Board of Directors considers it sufficient that the Board’s chair is present. Other Board members and members of the Nomination Committee and Audit Committee attend as needed.

7. NOMINATION COMMITTEE

On 13 February 2009, the AGM approved a resolution to establish a Nomination Committee.. This is described in Article 9 of the Articles of Association. At the same time, the AGM adopted instructions for the Nomination Committee. According to these instructions, the Nomination Committee should safeguard the interests of the shareholders by nominating Board members according to principles set out in the Norwegian Code of Practice for Corporate Governance. Instructions for the Nomination Committee were updated on 27 June 2023.

The present Nomination Committee was elected at the AGM on 27 June 2023.

The members of the Nomination Committee are elected for a term of one year. At least 2/3 of the Nomination Committee’s members shall be independent of the Board. The CEO cannot be a member of the Nomination Committee. The Nomination Committee shall have meetings with the directors, CEO and relevant shareholders. None of the members of the Nomination Committee are company executives.

The Nomination Committee must ensure that the composition of the Board can safeguard the interests and independence of the shareholder community and the company's need for expertise, capacity and diversity. Furthermore, the Nomination Committee should consult relevant stakeholders to assess the need for changes in the composition of the Board. The Nomination Committee´s recommendations to the AGM must be submitted well ahead of time and accompany the notice of the AGM, no later than 21 days before the meeting. The Nomination Committee’s recommendations must include information about each candidate’s impartiality, competence, age, education and professional experience. Upon proposal for re-election, the recommendation should include additional information about how long the candidate has been a member of the Board, as well as details of their attendance at Board meetings.

All shareholders are entitled to submit proposals to the Nomination Committee for candidates to the Board of Directors and other appointments. Proposals must be submitted to the Nomination Committee no later than two months prior to the AGM. Proposals should be submitted via email to the chair of the Nomination Committee, Elisabeth Grieg, at elisabeth.grieg@grieg.no.

A proposal submitted to the Nomination Committee should include relevant information about the recommended candidates.

Deviations from the Norwegian Code of Practice:

GSF Group deviates from the Norwegian Code of Practice in one way.

1. The Code of Practice recommends that all shareholders should be able to submit proposals to the Nomination Committee for candidates to the Board of Directors and other appointments in a simple and easy manner. Currently, shareholders must send an email to the chair of the Nomination Committee directly. The company will investigate how it can further facilitate the submission of new proposals so that all shareholders can easily propose candidates to the Board and Nomination Committee.
   

8. BOARD OF DIRECTORS:
COMPOSITION AND INDEPENDENCE

BOARD MEMBERS

Pursuant to Article 6 of its Articles of Association, the company’s Board of Directors comprises three to seven members. The shareholder elected Board members are elected by the General Meeting. Board members are chosen based on their competence and experience representing the company’s need of expertise in various fields. The requirements for gender representation apply, i.e. if the Board has three of four members, no more than two Board members may belong to the same gender and if the Board has five or more members, no more than 60% of the Board members may belong to the same gender.

The Board’s chair is either elected by Board members or directly by the AGM. The chair of the Board is not an executive in the company. In the event of a tied vote, the Board’s chair has the casting vote. The CEO is appointed by the Board and has both a right and a duty to attend Board meetings but is not a member of the Board. The CEO is not entitled to vote on Board decisions.

ELECTION PERIOD

All Board members are elected at the AGM, for a one-year term. Board members may be re-elected.

INDEPENDENT BOARD MEMBERS

As at 31 December 2023, the Board of Directors consisted of the following non-executive members (whereof 50% men and women):

Ragnhild Janbu Fresvik was considered dependent of Grieg Seafood ASA until 31 March 2023 as she was employed by Grieg Maturitas AS, the largest shareholder of Grieg Seafood ASA via Grieg Aqua AS, until this time. Per Grieg and Nicolai Hafeld Grieg represent the main shareholders in the Group, and as such are defined as not independent. The Board works on the basis that there may be cases where one or more of its members may be prejudiced. To prevent and mitigate any conflict of interests, any such issues are clarified before meetings are held. A Board member or members who are prejudiced refrain from participating in the relevant matter. Apart from shareholder’s representation, no other stakeholders are represented in the Board.

Board members’ qualifications are wide-ranging, with the relevant competencies relevant to the impacts of the Grieg Seafood. Two of the members have extensive knowledge within salmon farming, having both served on boards and been employed in the industry for several years. Five of the members have a finance background, whereof three have experience from banking and financial institutions, and one from innovation and marketing. One Board member is currently engaged in the development of new business opportunities related to the energy transition within the maritime segment, where part of this knowledge can be applicable to Grieg Seafood’s business. The average age of the Board members is 57.

Board members are not included in share option programs as Board members are only elected for one year at a time while the share option program runs over a longer period.

The company’s website provide information on Board members’ backgrounds, expertise as well as quarterly updated Board members’ shareholdings in the company. No under-represented social groups are included in the Board or any of its committees.

Deviations from the Norwegian Code of Practice: None.

9. THE WORK OF THE BOARD OF DIRECTORS

DUTIES AND ANNUAL PLAN

The Norwegian Public Limited Liability Companies Act regulates the duties and workings of the Board of Directors. In addition, the Boardhas adopted supplementary rules of procedure covering the duties of the Board and the Group’s CEO, the division of labor between the Board and the CEO, the annual plan for the Board, notices of Board proceedings, administrative procedures, minutes, Board committees, handling of conflicts of interests, transactions between the company and shareholders, and confidentiality.

The Board’s main task is to ensure a proper organization of the company’s business and thereby also safeguard the shareholders' interests. The Board has partly delegated the management and takes up a supervisory role for delegated tasks, overseeing the conduct and management of Grieg Seafood. The Board’s responsibilities to ensure good corporate governance include approving the vision, core values, strategies, objectives, plan and budgets. It also includes approving the overall organization of the operations, including an efficient and value-creating management structure. The Board also monitors the Group’s operational performance and financial position, and its impacts on the economy, environment and people, as well as related risks, and verifies compliance. The Board shall initiate any investigation it considers necessary to perform its duties, or investigations requested by one or more Board members.

To ensure all matters are given unbiased and satisfactory consideration, members of the Board and executive management cannot consider matters in which they have a special and prominent interest. The Board jointly assess each board member’s impartiality with respect to matters under consideration.

INSTRUCTIONS

The Board has drawn up a set of instructions for its members and executive management, which contain a more detailed description of the Board’s duties, procedural matters relating to meetings of the Board, including attendance and schedule, separate entries in the board minutes, and duty of confidentiality.

The Board and the CEO have separate roles, and there is a clear division of responsibility between the two. The Board of directors has delegated the management of the Group’s overall operation and resources to the CEO. The Board underlines that special care must be exercised in matters relating to financial reporting and the remuneration of the executive management team.

The instructions for the Board and executive management were last revised by the Board on 20 September 2017.

CONFLICT OF INTEREST

Board members and the Group’s executive management team shall inform the Board if they have any significant interest in a transaction to which the company is a party. To prevent and mitigate any conflict of interests, any such issues are clarified before Board meetings are held. A Board member or members who are not independent must refrain from participating in the relevant matter. Any conflicts of interest must be registered by the administration and disclosed in the Annual Report. Please refer to Note 30 to the Group Accounts in the Annual Report 2023 for an overview of related parties transactions in 2023. The Group has adopted a policy that sets out Grieg Seafood’s principles for interaction with the Group’s majority shareholder, with the aim of ensuring equal treatment of all shareholders.

In matters of importance where the Board’s chair is or has been actively involved, the Board’s discussions shall be chaired by the vice chair.

ANNUAL ASSESSMENT

Each year, the Board shall carry out an assessment of its work, including its performance in overseeing the conduct and management of the company in the previous year. The assessment is based on the results of a questionnaire completed anonymously by each member of the Board and the executive management team. The latest assessment, completed in the autumn of 2023, did not uncover any need for changes to the composition of the Board or organizational practices.

AUDIT COMMITTEE

The Board has set up a sub-committee, Audit Committee, comprising a minimum of two and a maximum of three members with relevant financial and operational background and experience, elected from among the Board’s members, and has drawn up a mandate for its work. The mandate was last updated in 2023.

The Audit Committee has a particular responsibility for overseeing the integrated financial and sustainability reporting process, the audit process, the company’s system of risk management, internal controls and compliance with laws and regulations. The Audit Committee reviews the Group’s quarterly and annual reports before they are put to the full Board for final approval. In 2023, the Audit Committee held seven meetings, in accordance with its annual plan. The Audit Committee also carries out an annual assessment of is work, including its performance in overseeing the conduct, impact and management of all risk areas, as well as its own composition. The Group’s external auditor participates in all Audit Committee meetings.

As at 31 December 2023, the Audit Committee consisted of one woman and one man:

REMUNERATION COMMITTEE

The Remuneration Committee is governed by a separate set of instructions adopted by the Board of Directors. The members of the Remuneration Committee are appointed by and from among the members of the Board and shall be independent of the company's executive management. As at 31 December 2023, the Remuneration Committee consisted of one woman and one man:

The role of the Remuneration Committee is to have an appropriate reward policy that attracts and motivates executives to achieve the long-term interests of shareholders. The Remuneration Committee assists and facilitates the Board’s decision-making in matters related to the remuneration of the executive management team. It also reviews recruitment policies, career planning and management development plans, and prepares matters relating to other material employment issues with respect to executive management. The Remuneration Committee monitors that remuneration is in line with guidelines approved by the AGM, and prepares a remuneration report which must be audited by the company’s auditor. The AGM shall conduct a consulting vote over the remuneration report.

The Remuneration Committee shall hold discussions with the CEO concerning his/her financial terms of employment. It shall further submit a recommendation to the Board concerning all matters relating to the CEO’s financial terms of employment.

The Remuneration Committee is also the advisory body for the CEO in relation to remuneration schemes which cover all employees to a significant extent, including the Group’s bonus system and pension scheme. Matters of an unusual nature relating to personnel policy, or matters considered to entail an especially great or additional risk, should be put before the committee.

The Remuneration Committee reports and makes recommendations to the Board, but the Board retains responsibility for implementing such recommendations.

The composition of the Remuneration Committee is assessed each year.

Deviations from the Norwegian Code of Practice: None.

RISK MANAGEMENT AND INTERNAL CONTROL

Governance is intended to provide a means by which management and other employees can contribute to the achievement of the company’s objectives, plan for sound internal control and risk management, support efficient and effective operations with the required level of monitoring and reporting, as well as establish effective independent control and assurance. Risk management is part of governance and involves identifying the types of risk exposure the company faces, measuring these potential risks, proposing means to hedge, insure or mitigate the risks, and estimating the impact of various risks and opportunities on the future earnings. Internal control represents a subset of the broader risk management activities.

Internal control comprises activities and procedures carried out to safeguard the Group’s resources and those of its customers, and to realize its goals through appropriate operations. The achievement of these goals requires systematic strategy development and planning, identification of risk, choice of risk profile, as well as establishing and implementing control measures to verify that the goals are achieved. The Group’s internal control system is designed to provide reasonable assurance that the Group’s goals will be achieved. Such goals include targeted, efficient, and appropriate operations, reliable internal and external reporting, as well as compliance with laws and regulations, including internal policies and principles.

The Board has a responsibility to ensure that the Group has proper risk management and such internal control as is required by statute. The Audit Committee has been given a particular responsibility to monitor critical business risks and address the quality and effectiveness of relevant risk-reducing measures. Management performs a risk assessment quarterly, which is reviewed by the Audit Committee in connection with quarterly reporting. The Audit Committee informs the Board after each meeting.

Each year, the external auditor carries out a review of the Group’s performance of internal control relevant for financial reporting. The auditor’s review is submitted to the Audit Committee.

Grieg Seafood has established risk management principles based on the COSO Enterprise Risk Management (COSO ERM) framework, which is the most widely used risk management framework. Based on this, a described and quantified risk appetite and risk tolerance level has been established. Risk management processes are established at all relevant levels of the Group, including strategic and operational levels. Day-to-day implementation of risk management and risk assessment are a line management responsibility, with ultimate responsibility lying with the Board and executive management. Risks are attributed to risk owners according to the functional matrix of the organization. Risk owners decide, manage and accept risk exposure and identify and ensure implementation of adequate controls to close any risk gaps. The company follows the “three lines model” to implement roles responsible for risk management, internal control and assurance activities.

The Group categorizes its main risks as: strategic risk, operational risk, financial risk, compliance risk, political risk and climate and nature risk. Management conducts continuous assessments of acute risks and scenarios for possible outcomes. The Group’s greatest risk relates to biological development during the production of smolt in freshwater facilities and production in open net pens in seawater. The Group works continuously and systematically to develop processes that safeguard animal welfare and reduce disease and mortality, and ensure that “best practices” are implemented at all levels. Control routines have been prepared for employee working conditions, as well as for escape prevention, animal welfare, pollution, water resources and food safety.

The Group is exposed to the following financial risks: market risk (including foreign exchange risk, interest rate risk, and price risk), credit risk and liquidity risk. The Group’s overall risk management plan focuses on the unpredictability of the capital markets and seeks to minimize any potentially negative effects on the Group’s financial results. The Group uses financial derivatives to hedge against some risks. Risk management is undertaken at group level and involves identifying, evaluating and hedging financial risk in close cooperation with the Group’s operational units. The Group has written principles for risk management related to foreign exchange and interest rate risk, price risk and the use of financial instruments. The Board has established procedures for reporting financial risk within the Group. At the start of each year, the Board adopts a budget for the year. Deviations from the budget are reported on a monthly basis. Forecasts are drawn up for the next five years and updated every month.

Every month, executive management reviews a set of Key Performance Indicators (KPIs) for the Group’s farming and sales and marketing operations. Example of KPIs include the number of smolt transferred to the sea, freshwater and seawater production, production cost, feed factor, harvested volume, farming cost and Operational EBIT/kg. Analyses are made and measured against budget figures and forecasts, aligned with the overall strategy of the Group. The performance data is summarized in a report submitted to the Board.

Each quarter, the Group’s executive management holds meetings with the management of each region. The aim of such meetings is to follow up the results achieved in relation to the strategies and goals that have been set.

Deviations from the Norwegian Code of Practice: None.

11. REMUNERATION OF THE BOARD OF DIRECTORS

Proposals concerning the remuneration of the Board are submitted by the Nomination Committee. The guidelines approved by the AGM state that remuneration to members of the Board shall be a fixed remuneration and not performance-related. Remuneration shall reflect the position’s complexity, responsibility and time spent, with remuneration reflecting the levels at comparable companies. No Board member has any special duties in relation to the company over and above those they have as a member. No Board member participates in any incentive or share-purchase programs.

Board remuneration is shown in the financial statements of both the parent company and the Group.

Deviations from the Norwegian Code of Practice: None.

12. REMUNERATION OF THE GROUP EXECUTIVE TEAM

The objective of the guidelines approved by the AGM for salary and other remuneration payable to executive employees within the Group is both to attract people with the required competence and retain key personnel. The guidelines shall create a wage culture which promotes the company’s long-term interests, business strategy and financial strength. The guidelines should also motivate employees to work with a long-term perspective to achieve the company’s goals.

The determination of salary and other remuneration payable to the Group’s executive management team is based on the following guidelines:

• Ensuring that salaries and other remuneration are competitive and motivating for each executive.
• Linking salaries and other remuneration to, among other things, the company’s value creation, the company’s stakeholders and shareholders.
• Attracting, motivating and retaining an executive management team with qualifications that correspond to the company’s size and complexity.
• Developing competence and creating continuity in management.
• Ensuring transparency and publishing management’s remuneration in the company.

The principles used to determine salary and other forms of remuneration shall be simple and understandable to employees, shareholders and the public at large.

Salaries, other remuneration and important terms for the executive management team are evaluated by the CEO annually. Salary, other remuneration and key terms for the CEO are evaluated annually by the Remuneration Committee, which prepares a recommendation for the Board’s decision on remuneration to the CEO. The committee shall hold discussions with the CEO about financial terms annually and, at the latest, by the end of June each year. The Remuneration Committee presents its evaluation to the Board, which makes the final decision.

The salary agreed to the members of the Group’s executive management team in 2023 consisted of a fixed and a variable element. A fixed basic salary is the main component of executive compensation and should be competitive, taking into consideration the industry and the individual’s qualifications, and ensuring effective operations to achieve the company’s strategic aims. The variable element depends on good financial results being achieved as well as company or personal goals and priorities, based on a pre-defined set of key performance indicators (KPIs). No variable element was paid to the Group's executive management in 2023 (cf. below incentive plan).

General schemes for the allocation of variable benefits, including bonus schemes and option programs, are determined by the Board according to the guidelines approved of the AGM. Schemes which entail an allotment of shares, subscription rights, options and other forms of remuneration related to shares or the development of the company’s share price, are determined by the AGM. Each year, the Board must report to AGM that remuneration to executive personnel complies with the guidelines. The Board’s statement on management remuneration is a separate item on the AGM’s agenda. The AGM votes separately on guidelines to the Board and on remuneration comprising the synthetic options program. The guidelines and the remuneration report will be published on the company’s website.

The company’s Board approved the allocation of cash options based on the AGM’s resolution on the share and cash options program. The last approval granted by the AGM dates from 2 June 2021. Members of executive management are included in the synthetic options program, see Note 8 to the Group Accounts in the Annual Report 2023. The option agreements have been entered into within the scope of the resolution adopted by the AGM. Minutes of this AGM can be accessed here.

OPTION PROGRAM

A synthetic option scheme has been established for group management including regional directors. The Board wishes group management to become shareholders through the option program. The Board believes this is a decisive tool for realizing its ambitions and building the company, by allowing group management to take part in the company’s dividends from growth and success.

INCENTIVE PLAN

Grieg Seafood ASA has also established an incentive plan that applies to all employees. Its aim is to stimulate goal achievement, while promoting good risk management, preventing excessive risk taking and contributing to the avoidance of conflicts of interest. Annual goal achievement and pay-outs from the incentive plan are regulated by the Remuneration Committee. Taking into consideration the company’s financial position, risks and costs, as well as its capital requirements and liquidity, the committee will decide if the payment of variable compensation under the incentive plan is acceptable. If so, the committee will submit a recommendation to the Board, which makes the final decision. If the company cannot achieve the financial results associated with the incentive plan, no bonus pay-out will be awarded. The bonus is a function of the number of fixed monthly salaries (maximum six month) and the individual’s level within the organization.

General schemes for the allocation of variable benefits, including bonus schemes and option programs, are determined by the Board according to the guidelines approved of the AGM. Schemes which entail an allotment of shares, subscription rights, options and other forms of remuneration related to shares or the development of the company’s share price, are determined by the AGM. Each year, the Board must report to AGM that remuneration to executive personnel complies with the guidelines. The Board’s statement on management remuneration is a separate item on the AGM’s agenda. The AGM votes separately on guidelines to the Board and on remuneration comprising the synthetic options program. The guidelines and the remuneration report will be published on the company’s website.

SHARE PURCHASE PROGRAM

The company’s share purchase program aims to stimulate co-ownership and a sense of common interest with the company. The Board can decide annually that all employees, including executive management, shall be offered shares at a discount. All permanent employees who have been employed for at least six months at Grieg Seafood ASA or a wholly owned subsidiary are included in this program. Minor changes in qualifications to this program may be approved by the Remuneration Committee and/or the CEO.

SEVERANCE PAY

The CEO and the CFO are entitled to 12 months’ severance pay after termination of the employment relationship by the company. The CEO is further entitled to full salary during sick leave lasting up to 12 months.

Deviations from the Norwegian Code of Practice: None.

13. INFORMATION AND COMMUNICATION

FINANCIAL INFORMATION

The guidelines for reporting financial and other information to the stock market are defined within the framework established by securities and accounting legislation and the rules and regulations of the stock exchange. The company also complies with the Oslo Stock Exchange (Euronext) Code of Practice for IR, published on 1 March 2021.

The Group’s investor relations policy clarifies roles and responsibilities related to financial reporting, and regulates contact with shareholders and the investor market. This policy is based upon the key principles of transparency and equal treatment of market participants to ensure they receive accurate, clear, relevant, complete and balanced information about performance and outlook. The IR policy is available on the company’s website. The company shall at all times provide its shareholders, the Oslo Stock Exchange (Euronext), and other stakeholders (through the Oslo Stock Exchange information system) with timely information. The Board shall ensure that the company’s quarterly reports give a correct and complete picture of the Group’s financial and operational position, and whether the Group’s operational and strategic objectives are being met. In addition, the Board has adopted a separate policy on the disclosure of inside information, which sets forth the company’s disclosure obligations and procedures.

The company shall be open and active with respect to investor relations, and shall hold regular presentations in connection with the announcement of its interim results. The company publishes all information (including quarterly reports and annual reports in accordance with the company’s financial calendar) through stock exchange/press releases, all of which are also published on the company’s website. The presentation of each quarter’s results is available as webcast.

SHAREHOLDER INFORMATION

The Board shall ensure that information is provided on matters of importance for shareholders and for the stock market’s assessment of the company, its activities and results, and that such information is made publicly available without undue delay. Publication shall take place in a reliable and comprehensive manner, and by means of information channels which ensure that everyone has equal access to the information.

All information shall be provided in English. The company has procedures to ensure that this is done. The Board of Directors’ communication with shareholders and other stakeholders is delegated to the Board’s chair, or other appointed persons in specific cases. The Board’s chair shall ensure that the shareholders’ views are communicated to the entire Board.

Deviations from the Norwegian Code of Practice: None.

14. TAKEOVERS

CHANGE OF CONTROL AND TAKEOVERS

The company has not established mechanisms which can prevent or avert takeover bids. Any such decision must be made by a General Meeting of shareholders and requires a majority of two-thirds of the votes cast and of the share capital represented. After a takeover bid has become known, the Board will not use its authority to prevent it without the approval of the General Meeting. If a takeover bid is received, management and the Board will ensure that all shareholders are treated equally. The Board will obtain a valuation from a competent independent party and advise the shareholders whether to accept or reject the bid. Shareholders will be advised of any difference of views among members of the Board in its statements on the takeover bid.

At its meeting on 13 October 2015, the Board adopted some core principles for how it will act in the event of any takeover bid. These core principles are in accordance with the Norwegian Code of Practice.

Deviations from the Norwegian Code of Practice: None.

15. AUDITOR

Through its Audit Committee, the Board seeks to collaborate fully and transparently with the Company’s auditor. Each year, the Audit Committee obtains confirmation that the auditor meets the requirements of the Norwegian Auditing Act concerning the independence and objectivity of the external auditor.

The Board of Directors ensures that the auditor’s auditing plan is submitted to the Audit Committee once a year. In particular, the Audit Committee considers whether the auditor is performing a satisfactory control function.

Both the company’s management and the auditor comply with guidelines issued by the Financial Supervisory Authority of Norway concerning the extent to which the auditor may provide advisory services.

The Board invites the auditor to the meeting which address the annual financial statements. The auditor attends all meetings with the Audit Committee to consider quarterly reports and other relevant matters, and has at least one meeting a year to report on the Group’s accounting principles, risk areas and internal control procedures. Moreover, each year, the Board has a meeting with the auditor at which neither the CEO nor anyone else from company management is present.

The auditor’s fee appears in the relevant note in the Annual Report, showing the breakdown of the fee between auditing and other services.

Deviations from the Norwegian Code of Practice: None.

Bergen, 21 March 2024

Grieg Seafood ASA