Komplett Bank Annual Report 2020

12. Remuneration to senior executives The bank has prepared guidelines for remuneration for its senior executives as well as other employees with significant responsibility for the company’s risk exposure. The purpose of the guidelines is to help promote and provide incentives for good management and control of the Bank’s risk, counteract high risk-taking and help to avoid conflicts of interest. The bank’s guidelines for remuneration to senior executives are described in note 11 to the annual accounts for 2020 and are presented annually for consideration of the general meeting. It is clearly stated which guidelines are indicative for the Board, and which are binding. The general meeting votes separately on the two parts of the guidelines. Remuneration to senior executives consists of a fixed salary, variable remuneration as well as pension and insurance schemes. It shall motivate hard work to achieve long-term value creation and sensible risk-taking in the Bank. The Board makes an annual assessment of the maximum level for variable remuneration. For 2020, the variable remuneration is limited to 50% of the fixed salary. Remuneration is determined based on an overall assessment, based on quantitative and qualitative factors related to the individual’s role and responsibilities, as well as the Bank’s results, risk profile and value creation over time. Komplett Bank’s variable remuneration scheme is designed in accordance with current requirements for remuneration schemes for banks. A share option programme has also been established for senior executives. The option programme is based on the employee’s basic salary and other variable remuneration, with the possibility of receiving options for up to 33% of the fixed salary. The share options are granted at full market value at the time of the allotment based on the trading price in accordance with Black & Scholes’ option pricing model, and entails a lock-up period of three years. Regarding fixed salary, the employees may, within intervals based on the employee’s position in the Bank, choose the proportion of the salary to be granted in share options. The option programme is reviewed and evaluated annually by the Bank’s Board. 13. Information and communication Komplett Bank has adopted an investor relations policy to ensure that the financial market and shareholders have sufficient informa- tion about Komplett Bank to ensure efficient pricing. This is available from the website www.ir.komplettbank.com . The Bank will strive to ensure non-discriminatory sharing of information when the Bank is in contact with shareholders and analysts. Communication with shareholders, investors and analysts is a priority for the Bank. It is mainly the CEO and CFO who speak on behalf of the Bank to the capital markets. Investor information such as annual and interim reports, open presentations and the financial calendar are made available on the Bank’s website at the same time as they are released to the market. Stock exchange announcements are published via the Oslo Stock Exchange’s official communication channel for listed companies, Newspoint. The Board has also established guidelines for the Bank’s contact with shareholders outside the general meeting. 14. Company acquisition Any party who wants to carry out acquisitions that will result in them becoming the owner of a qualified ownership interest (10% or more) in a financial enterprise, must in advance send notification of this to the Financial Supervisory Authority of Norway. Acquisition of a qualified ownership interest can only be carried out with permission from the Financial Supervisory Authority of Norway. The bank has prepared guidelines for any takeover bids, and the Board of Komplett Bank will handle any bids in accordance with these guidelines. 15. Auditor Komplett Bank’s auditor is PricewaterhouseCoopers AS, and is elected by the general meeting. The auditor presents the annual plan for carrying out the audit work to the Board. The auditor participates in Boardmeetings that consider the annual accounts and annually reviews the company’s internal control of the Board. In accordance with established Board instructions, the Boardmeets with the auditor at least once a year without the CEO or other executivemanagers being present. The auditor confirms in writing each year its independ- ence and reports each year on which services other than statutory auditing have been provided to the company during the financial year. The bank has drawn up its own guidelines for which non-audit tasks can be performed by the bank’s auditor. Komplett Bank Annual Report 2020 21