Komplett Bank Annual Report 2021

management and internal control, and thus ensure regular reporting and monitoring. Information on the Bank’s most important risk factors is described in the Board’s annual report and note 18 to the annual accounts. 11. Remuneration to the board The Board’s remuneration is determined by the general meeting based on a recommendation from the nomination committee. Remuneration to the Board of Directors is not performance-dependent or dependent on the performance of the Bank’s shares. No options are issued to the Board members, and the shareholder-elected Board members are not entitled to a pension scheme or severance pay from the company. None of the shareholder-elected Board members have duties for the Bank beyond the Board position. The remuneration to the Board is explained in more detail in the annual report, note 20. 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 20 to the annual accounts for 2021 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 to management employees. For 2021, the variable remuneration is limited to 50% of the fixed salary. 50% of the vaiable remuneration is granted as share options, which is vested with equal amounts once a year, the first time one year after grant date. 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 information 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, Newsweb. The Board has also established guidelines for the Bank’s contact with shareholders outside the general meetings. 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 20 Corporate governance

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