The general assembly elects the Board’s shareholder-elected members as well as members of the nomination committee. The general meeting also elects the Bank’s auditor. Separate voting is arranged for members of the Board and the nomination committee who are up for election. Decisions are made by a simple majority unless otherwise provided by law or articles of association. The regular general meeting was held on April 7, 2022, with 44.29% of the total outstanding shares and votes represented. Stig Eide Sivertsen was re-elected as chairman of the board. In addition, Anna-Karin Østlie and Thomas Bjørnstad were elected as board members for 2 years and 1 year, respectively. 7. Nomination committee In line with the articles of association, the Bank has established a nomination committee consisting of three members. The members are elected by the general meeting for two years at a time. As at 31 December 2022 , the nomination committee consists of: Tom O. Collett (chair, up for election in 2024) Nils J. Krogsrud (up for election in 2023) Alexander Farooq (up for election in 2024) All three, in accordance to article 7 in the Norwegian code of practice, are considered independent of the Board and day-today management. Board members, the CEO and other members of the Bank’s executive management may not be elected as members of the nomination committee. Separate guidelines have been issued for the nomination committee’s tasks, composition and criteria for eligibility The nomination committee’s duties are to propose candidates for election as members of the Board and to make recommendations on remuneration for members of the Board and its subcommittees, as well as for the nomination committee. The report from the Board’s annual self-evaluation is handled by the nomination committee. The nomination committee shall report on its work and present its reasoned recommendation to the general meeting. The recommendation must include relevant information about the candidates and an assessment of their independence from the company’s management and Board. The nomination committee should be in contact with shareholders, the Board members and the CEO in the task of proposing candidates for the Board and getting support for its recommendation from the Bank’s largest shareholders. The nomination committee’s reasoned recommendation to the general meeting is made available no later than 21 days before the general meeting is held. The nomination committee’s recommendations must always satisfy the requirements for the composition of the Board laid down in applicable legislation and relevant regulations.. 8. Board of directors, composition and independence According to the current articles of association, the Bank’s Board of Directors must consist of five members who are all elected by the general meeting, as well as two employee representatives who are elected by and from among the Bank’s employees. Overall, the Board shall have the competence that is necessary to carry out its tasks based on the Bank’s organisation and activities, and at least one of the members shall have qualifications in accounting or auditing. According to the current articles of association, two of the Board’s elected members must be employees of the Bank. For these members, two personal deputies with the right to attend and speak on the Board shall be elected. The General Assembly elects the chair and deputy chair of the Board. The Board members are elected for two years at a time. The majority of the shareholder-elected members of the Board of Directors are independent of senior executives and significant business associates and at least two of the shareholder-elected members are independent of the Bank’s main shareholders. In 2022, the Board held 13 meetings. The audit and risk committee has held 8 meetings. AS AT 31 DECEMBER 2021, THE BANK’S BOARD OF DIRECTORS CONSISTED OF THE FOLLOWING MEMBERS: Name Role Independent of largest shareholder First time elected On election Number of meetings in 2021 Number of shares in Komplett Bank Stig Eide Sivertsen 1 Chair Yes 2018 AGM ‘24 13 200,000 Bodil Palma Hollingsæter 1 Vice chair Yes 2014 AGM ‘23 13 500,394 Live Haukvik Board member Yes 2013 AGM ’24 10 0 Nishant Fafalia 1 Board member No 2021 AGM ‘24 13 77,121 Thomas Bjørnstad Board member Yes 2022 AGM ’23 10 0 Jonna Kyllönen Employee elected Yes 2020 AGM ‘24 13 6,343 Frank James Wilson 2 Employee elected Yes 2022 AGM ’24 10 0 1 Stig Eide Sivertsen owns 100% of Theoline AS which owns 200,000 shares in Komplett Bank, Bodil Palma Hollingsæther owns 50% of To & Bo AS which owns 459,117 shares in Komplett Bank and Nishant Fafalia owns shares directly and indirectly in Sniptind Invest AS which owns 7,121 shares in Komplett Bank. 2 Per Olav Mikaelsen was elected as an employee representative in an election held in January 2023. He is elected for a term until the regular general meeting in 2024. Komplett Bank / Annual Report 2022 17
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