Komplett Bank annual report 2019

doubt on the independence and objectivity of the auditor. The auditor’s responsibilities and role are described in more detail in section 15 “Auditor” below. Internal Audit The internal audit unit is responsible for ensuring that the company is organised and operated in an appropriate manner and in accordance with applicable requirements. Circumstances that are deemed to be unsatisfactory must be reported to the Board of Directors and the general manager. 11. Remuneration to the Board The Board of Directors’ remuneration is determined by the general meeting based on a recommendation submitted by the nomination committee. The Board of Directors’ remuneration is not dependent on profits or market developments regarding the Bank’s shares. The Board of Directors’ remuneration is explained in more detail in note 11 of the annual report. 12. Remuneration to senior executives The Bank has prepared guidelines for remuneration to its senior executives and other employees with responsibilities of significant importance to the company’s risk exposure. The purpose of the guidelines is to promote and offer incentives for good manage- ment and control of the Bank’s risks, discourage high risk-taking and help avoid conflicts of interest. Remuneration to senior executives and key employees comprises a fixed component and a variable component. The variable compo- nent must not amount to more than the fixed component, unless specific conditions are met and the general meeting approves the remuneration. For senior executives and key employees, the remu- neration is determined on the basis of an overall assessment, with the emphasis in the variable component of the remuneration being based on results achieved, balance sheet management (including solvency and liquid asset management), implementation of the Bank’s strategic plan and compliance with the adopted framework for risk tolerance. The assessment considers overall goal attain- ment, trends over time and the Bank’s long-term interests. The overall assessment must be based on both quantitative and qual- itative factors. Komplett Bank’s scheme for variable remuneration has been formulated in accordance with requirements applicable to remuneration schemes for credit institutions. Senior executives are also enrolled in a share option scheme for employees. The option scheme is based on the employee’s basic salary and other variable remuneration. The value of the options for the allocated share options is based on full market value at the time of allocation based on the trading price in accordance with Black & Scholes’ option price model. With regard to fixed pay, employees can choose the proportion of their salary that is paid in share options, within bands based on the employee’s position within the Bank. The option scheme for senior executives complies with the rules for credit institutions’ remuneration schemes, which mean that share options issued by the Bank to senior executives in variable remuner- ation are subject to ‘lock-up’ restrictions for a period of three years. The practising of the Bank’s remuneration scheme, including the option scheme, is reviewed and evaluated annually by the Bank’s Board of Directors. 13. Information and communication Komplett Bank has adopted an investor relations policy to ensure that the financial market and shareholders have sufficient information about Komplett Bank to evaluate proper pricing. The Bank aims to ensure that information is shared in a non-discriminative way when it communicates with shareholders and analysts. Communication with shareholders, investors and analysts is a priority for the Bank. Investor information such as annual and interim reports, open presentations and financial calendars are made available on the Bank’s website concurrently with their release to the market. Stock exchange announcements are published via Newspoint, Oslo Stock Exchange’s official communication channel for listed companies. The Board of Directors has also established guidelines for the Bank’s communication with shareholders outside the general meeting. 14. Company takeover Any party intending to carry out an acquisition which will result in them becoming the owner of a qualified stake (10% or more) in a financial enterprise must notify the Financial Supervisory Authority of Norway in advance. The acquisition of a qualified stake can only be carried out in accordance with a permit issued by the Financial Supervisory Authority of Norway. The Bank has drawn up guidelines for takeover offers and Komplett Bank’s Board of Directors will consider any offers in accordance with these guidelines. 15. Auditor The auditor presents an annual audit plan to the Board of Directors. The auditor attends Boardmeetings which consider the annual accounts and annually reviews the company’s internal control with the Board of Directors. In accordance with the Board of Directors’ instructions, the Board of Directorsmust hold at least onemeeting with the auditor per year which is not attended by either the CEOor any other members of the general management. Every year, the auditor must confirmhis independence and specify the non-audit related services that have been provided to the company during the financial year. The Bank has drawn up its own guidelines for non-audit tasks performed by the Bank’s auditor. Komplett Bank Annual Report 2019 17