COMPONENTS OF CORPORATE GOVERNANCE
A sound corporate structure, with viable decision-making processes, a clear division of responsibility and authority, appropriate information and communication processes as well as remuneration and reward schemes, is key to Grieg Seafood being able to achieve its strategic goals and objectives. The main components of the Group’s corporate governance consist of objectives and directions, structure, organizational planning and management as well as learning and improvement. Together with the external context, these components underpin our ability to create value and achieve goals. Our operations are clearly connected with a multitude of external expectations. We, therefore, seek to maintain a regular dialogue with our stakeholders, as they are the basis for our social license to operate. Transparency and disclosure are vital in building trust, and engaging in a dialogue with our stakeholders enables us to better understand the role we play in local communities and in the society as a whole.
GOVERNANCE STRUCTURE
The shareholders are the owners of the company, and the General Meeting, which all shareholders are invited to attend, is the supreme governing body of the company. The General Meeting provides instructions to the Nomination Committee, which safeguards shareholders’ interests by nominating Board members to be elected by the General Meeting. The Board of Directors is setting the strategy and overseeing the conduct and management of Grieg Seafood. The Board’s responsibilities to ensure good corporate governance include setting and approving the vision, core values, strategies, objectives, plans, budgets and overall organization of the operations, monitoring operational performance and due diligence, as well as the company’s impact on the economy, environment, people, and related risks, as well as ensuring compliance with laws and regulations.
The Board nominates its members to specific committees (Audit Committee and Remuneration Committee) to provide counsel and advice or to handle tasks on the Board's agenda. The Audit Committee members have a particular responsibility for overseeing the integrated reporting process, the audit process, the company's system of risk management, internal controls and compliance with laws and regulations. The role of the Remuneration Committee is to establish and maintain an appropriate rewards policy that attracts and motivates executives to achieve the short and long-term interests of shareholders.
The Board has delegated the management of the Group’s overall operations and resources to the CEO. The CEO’s responsibilities include establishing a vision, core values, strategies, objectives, plans and budgets for the Group. The CEO is also responsible for establishing and approving group policies, and is accountable for the Group’s operational performance and its impacts on the economy, environment and people. In addition, the CEO is responsible for managing related risks and ensuring compliance with laws and regulations. The CEO acts as the main point of communication between the Board and the Group’s operations, and is the public face of the Group, responsible for stakeholder engagement. The CEO is also responsible for establishing rules for handling possible conflicts of interest.
The CEO delegates authority and responsibility to the group management team, from where responsibilities cascade throughout the Group. The Group management team, which consists of senior executives representing all aspects of the Group’s operations, is responsible for establishing operational plans and targets, allocating resources to its members’ specific functions and following-up their operational performance. As at 31 December 2025, the end of the reporting period, the Group management team comprises five executive members; the Chief Executive Officer (Nina Willumsen Grieg), Chief Financial Officer (Magnus Johannesen), Chief Operational Officer (Alexander Knudsen), Chief Human Resources Officer (Kathleen O. Mathisen) and the Chief Commercial Officer (Piotr Wingaard). The Group management team is responsible for implementing group policies, monitoring their functions’ impacts on the economy, environment and people, managing related risks and securing compliance with laws and regulations. This also includes adhering to our Code of Conduct and ensuring that responsible business conduct underpins all activities. The Group management team is responsible for ensuring that employees receive the proper training of policy commitments. The CEO and the Group management team together engage with the Group’s stakeholders, which is key to be able to grasp emerging opportunities for the Group, and at the same time to understand and mitigate economic, environmental and social risks. Results of stakeholder engagement is reported to the Board as part of risk management procedures and regular business updates in Board meetings. See examples of stakeholder engagements in our Sustainability statement.
The CEO has delegated the establishment of group policies to the relevant organizational functions. The policies are approved by the CEO while the Board of Directors monitor compliance with the policies. Policies are presented to the group management team and the regional management team, and are available to all employees through the internal Governance, Risk and Control system. Our policies are available to the public through our website. The group policies contain a set of targets and Key Performance Indicators (KPIs), of which most are included in the sustainability scoreboard in the company’s quarterly and annual reports as part of the material topic they relate to. As such, the Board, and in particular the Audit Committee, reviews and approves the Group’s performance with respect to material topics, including the management of its impact on the economy, environment and people. Combined with the quarterly risk assessment and the review of the quarterly and annual report, the Audit Committee and the Board are advancing their knowledge on sustainable development. Additionally, the Audit Committee has been presented results from the double materiality assessment, in 2025.
RESPONSIBLE BUSINESS CONDUCT
Our values and Code of Conduct underpin the way we conduct ourselves and our approach to responsible business behavior. Our Code of Conduct sets out the ethical principles and standards that must be upheld by each and every employee, and any agent that acts on our behalf, including our Board of Directors. Through our Supplier Code of Conduct, we demonstrate that we expect no less from our supply chain. A large share of our suppliers, in purchase value, have signed the Supplier Code of Conduct. Additionally, our Procurement policy provides global standards for how we source goods and services. Through our Human Rights policy, we recognize that we can contribute to the fulfillment of human rights. We have a responsibility to prevent, mitigate, and address adverse human rights impacts in our own operations, but we also use our leverage to promote respect for human rights in our value chain. Our approach to responsible business conduct including human rights is based on the OECD Guidelines for Multinational Enterprises, the OECD Due Diligence Guidance for Responsible Business Conduct, the UN Convention against Corruption, the UN Guiding Principles on Business and Human Rights, the Universal Declaration of Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, the United Nations Convention on the Rights of the Child, the UN Convention on the Elimination of Discrimination against Women, the UN Declaration on the Rights of Indigenous Peoples, and the UN Global Compact.
Our policies set out guidelines and precautionary principles to enable adoption of precautionary measures. We are committed to respecting fundamental human rights in our operations, our value chain, and in the communities where we operate. We use our influence to promote the fulfillment of human rights and always seek to avoid involvement, even indirectly, in their abuse. Please find the details of our commitment in the Human Rights policy on our website. We also aim to conduct proper due diligence when engaging with third parties. See also our Human Rights Progress Report 2025.
Our policies state that we do not permit or tolerate engagement in any form of corruption or money laundering activities. We also refrain from anti-competitive behavior, anti-trust and monopolistic practices, as this can severely affect consumer choice, pricing and other factors that are essential for efficient salmon markets. As part of our risk management process, we assess our operations for risks related to corruption and implement mitigating measures or controls to prevent corruption and money laundering activities. According to Transparency International/OECD, aquaculture is not assessed as an industry of high risk for corruption. Based on our risk assessments of farming and sales operations, there are no significant risks that require specific mitigation actions beyond normal compliance and risk management. None of the countries in which we operate were considered high-risk countries according to the Transparency International Corruption Perception Index. We did neither experience any incidents of corruption nor money laundering activities in 2025. We will continue to perform these risk assessments.
Our policies stipulate our mechanisms for grievance and remediation of negative impacts, as well as for seeking advice and raising concerns. We aim to have an open and transparent dialogue with all our stakeholders, and regularly meet with stakeholders as well as invite them to our sites. Our employees can raise any concerns about our business conduct, business relationships, or potential and actual negative impacts through our whistleblower channel. All reported incidents are investigated and reported to the CEO and Board of Directors. Employees can also raise concerns through their line manager or HR functions, through their labor unions or relevant human rights tribunals. Complaints by local communities or other stakeholders can be raised through meetings, through our website or through the whistleblower channel. In 2025, we had one whistleblower case, the claim was closed after an internal investigation. Our organization investigates misconduct and whistleblowing situations with third-party assistance to ensure justice and objectivity. We have received one letter concerning the variable component of our remuneration structure. This letter was submitted by a larger institutional shareholder and appears to be a standard communication. The letter assumes that there is no cap on variable remuneration. In our response, the company clarified that caps do in fact exist, both for option schemes and for variable pay. These limits are clearly regulated in the option agreements as well as in the relevant employment contracts. While our policies outline our commitments relating to environmental and social impacts, we acknowledge that there is room for improvement in our grievance mechanisms and remediation processes.
INVESTIGATIONS
In February 2019, the European Commission launched an investigation to explore potential anti-competitive behavior in the market for spot sales of fresh, whole and gutted Norwegian farmed Atlantic salmon. On 25 January 2024, Grieg Seafood received a Statement of Objections from the European Commission related to its investigation. The issuance of a Statement of Objections is a common and formal step in the process, where the European Commission sets out its preliminary view in the matter. Grieg Seafood has examined the Statement of Objections carefully and replied to it. Grieg Seafood continues to fully cooperate with the European Commission's investigation.
Several claims have been filed for damages in the UK against, among others, Grieg Seafood ASA and Grieg Seafood UK Limited arising from alleged unlawful cartel arrangements in relation to the supply of farmed Atlantic salmon. Grieg Seafood rejects that there is any basis for the alleged claims and considers the complaint to be entirely unsubstantiated.
In general, Grieg Seafood denies any anti-competitive conduct whether it is in regard to the EC investigation, the claims filed in the UK or any possible future claims related to this matter subsequent to the issuance of the SO. Grieg Seafood will follow up all processes as it deems appropriate.
NOK 20 million were spent on legal fees related to the EC-investigation and the lawsuits in 2025. The cost has been included as ownership cost.
COMPLIANCE
We aim to comply with all relevant laws and regulations in the region in which we operate. Salmon farming is a highly regulated industry, and we are subject to strict standards for fish welfare, environmental impact, food production and production equipment. We must comply with operational requirements related to the use of medicines and chemicals, biomass levels, sea lice levels, stock density, water quality, etc. We report regularly to public authorities on, for instance, biomass levels, sea lice levels and disease outbreaks. We are also subject to regular inspections and audits by local, national and international stakeholder groups and authorities.