All compensation arrangements at SpareBank 1 SMN are formulated in accordance with the Financial Institutions Act and with the Securities Trading Act with associated regulations concerning compensation arrangements at financial institutions, investment firms and mutual fund management companies.
The compensation committee conducts an annual review of compensation arrangements, and a written report is forwarded to the Board of Directors for scrutiny and approval. The compensation committee is required to ensure that the practising of the compensation arrangements is examined at least once yearly by independent control functions.
The Board of Directors is charged with approving and maintaining the compensation arrangements, and with ensuring that the documentation underlying decisions is safekept. The Board of Directors also approves any material change in or exception from the compensation arrangements.
The Group’s guidelines for variable compensation are designed to assure that employees, groups and the business as a whole are compliant with the risk management strategies, processes and tools that the Group has put in place to protect assets and values. The compensation arrangements are formulated in such a way as to ensure that neither individuals nor the organisation take unacceptable risk in order to maximise the variable compensation. To this end the basis for variable compensation based on the entity’s risk-adjusted result must be a period of at least one year, and the qualifying period shall not be shorter than one year. SpareBank 1 SMN has no compensation arrangements for customer facing units that would be likely to encourage conduct which challenges the Bank’s risk tolerance, ethical guidelines or which may contribute to conflicts of interest. The Bank has no compensation arrangements for control functions that would be likely to encourage conduct which challenges competence, and reduction clauses have been introduced for instances where breaches of applicable rules or guidelines are brought to light. Reduction has its basis in the Group’s sanction system.
The following employee groups are covered by the arrangement:
Category 1: CEO and members of the Bank’s management team
Category 2: Senior employees
Category 3: Employees with tasks of material significance for the Bank’s risk exposure
Category 4: Employees with compensation corresponding to that of senior employees
Category 5: Employees with control functions
An assessment has in addition been made of whether other employees with compensation corresponding to that of the above groups should be subject to special rules under the above criteria.
Parent Bank | Group | ||||
2011 | 2012 | (NOK million) | 2012 | 2011 | |
480 | 548 | Wages | 837 | 749 | |
24 | 42 | Pension costs (Note 24) | 55 | 32 | |
25 | 28 | Social costs | 31 | 29 | |
528 | 618 | Total personnel expenses | 924 | 810 | |
820 | 837 | Average number of employees | 1,176 | 1,125 | |
786 | 793 | Number of man-labour years as at 31 December | 1,135 | 1,109 | |
828 | 838 | Number of employees as at 31 December | 1,216 | 1,153 |
Emoluments to Top Management | |||||||||
2012 (thousands of NOK) | |||||||||
Name | Title | Salary and other short-term benefits | Of which bonuses 1) | Pension contribution for salaries above 12G | Of which share-based bonus payments | Current value of pension liability | Pension rights accrued in past year | Loans at 31.12 | No. of equity capital certificates |
Finn Haugan | Group CEO | 6,022 | 527 | 2,027 | - | 16,319 | 718 | 6,914 | 169,536 |
Tore Haarberg | Executive Director, Retail Division (Deputy Group CEO) | 2,716 | 263 | 333 | - | 1,546 | 173 | 5,552 | 7,775 |
Wenche Margaretha Seljeseth 2) | Executive director, Marketing and Public Relations | 1,607 | 92 | 82 | - | 60 | - | 1,950 | 5,463 |
Vegard Helland | Executive Director, Corporate Division | 2,385 | 244 | 224 | - | 888 | 146 | 3,609 | 9,830 |
Kjell Fordal | Executive Director, Finance | 2,682 | 251 | 367 | - | 5.145 | 764 | 6,804 | 270,518 |
Tina Steinsvik Sund 2) | Executive Director, Business Operations | 2,246 | 219 | 228 | - | 60 | - | 6,759 | 8,517 |
Emoluments to Top Management | |||||||||
2011 (thousands of NOK) | |||||||||
Name | Title | Salary and other short-term benefits | Of which bonuses 1) | Pension contribution for salaries above 12G | Of which share-based bonus payments | Current value of pension liability | Pension rights accrued in past year | Loans at 31.12 | No. of equity capital certificates |
Finn Haugan | Group CEO | 4,964 | 494 | 1,337 | - | 15,846 | 627 | 7,268 | 126,902 |
Tore Haarberg | Executive Director, Retail Division (Deputy Group CEO) | 2,510 | 251 | 305 | - | 1,942 | 158 | 5,640 | 3,640 |
Wenche Seljeseth | Executive director, Marketing and Public Relations | 1,035 | - | 10 | 11 | - | 58 | 2,240 | 2,463 |
Vegard Helland 3) | Executive Director, Corporate Division | 1,888 | 117 | 161 | - | 1,250 | 128 | 1,554 | 5,254 |
Kjell Fordal | Executive Director, Finance | 2,460 | 267 | 332 | - | 5,108 | 741 | 2,320 | 243,896 |
Tina Steinsvik Sund 4) | Executive Director, Business Operations | 2,066 | 233 | 197 | - | - | 58 | 4,788 | 4,205 |
1) Paid bonuses for previous year
2) Defined-contribution pension scheme
3) Appointed Executive Director, Marketing and Public Relations as from December 2011. Benefits stated are for the entire accounting year
As a result of changes to the tax rules on top pensions, the Board of Directors decided to phase out the group pension scheme for salaries above 12G as from 1 January 2007. The Board has adopted virtually identical pension rights for all employees. For that reason an individual top pension scheme was introduced in 2007 whereby employees with salaries above 12G receive a pension add-on of 16 per cent of salary above 12G. The pension add-on will go to pension saving in products delivered by SpareBank 1. To ensure equality with the phased-out scheme, compensation will be provided for tax on this pension add-on.
Under the employment agreement with the Group CEO, the Bank undertakes to pay salary and other benefits for up to 24 months. The Group CEO is entitled to retire at age 60 on a pension of 68 per cent of pensionable income. The Bank’s group occupational pension is included in the Bank’s pension obligation to the Group CEO. The Group CEO also has an agreement on a dependants’ benefit. The Group CEO has a contractual bonus which is dependent on goal achievement with reference to specific criteria set by the Board of Directors compensation committee.
The Executive Directors have bonus agreements which are dependent on goal achievement with reference to specific criteria set by the Board of Directors compensation committee. The Executive Directors have agreement on post-employment salary of between 12-24 months, reduced however by any salary earned in other employment.
An early retirement agreement has been established with one of the executive directors, granting this person the right to retire on reaching age 62. The pension is 68 per cent of pensionable income. The benefit associated with this arrangement is included in the basis for accumulated pension entitlement in the table above.
The number of equity capital certificates includes equity capital certificates owned by related parties and companies over which the individual exercises substantial influence
Emoluments to the Board of Directors and the Control Committee | ||||||
2012 (thousands of NOK) | ||||||
Name | Title | Fee | Fees to audit and remuneration committee | Other benefits | Loans as of 31.12 | No. of equity capital certificates |
Per Axel Koch | Board chairman | 345 | 14 | 31 | - | 45,930 |
Eli Arnstad 1) | Deputy chair to end March 2012 | 47 | 27 | 501 | 2,379 | 5,200 |
Kjell Bjordal | Deputy chair as from April 2012 | 207 | 11 | 36 | 0 | 50,000 |
Aud Skrudland | Board member | 162 | 7 | 33 | 0 | 1,765 |
Arnhild Holstad | Board member | 162 | - | 33 | 2,517 | - |
Paul E. Hjelm-Hansen | Board member | 162 | 78 | 32 | 0 | 49,219 |
Bård Benum | Board member | 162 | 69 | 2 | - | - |
Venche Johnsen 1) | Board member, employee representative | 162 | - | 711 | 342 | 24,716 |
Eldbjørg Gui Standal | Board member | 122 | 23 | 1 | - | |
Rolf Røkke | Chair, Control Committee | 140 | - | 1 | - | - |
Anders Lian | Deputy chair, Control Committee | 94 | - | 1 | - | - |
Terje Ruud | Member, Control Committee | 94 | - | 1 | - | - |
2011 (thousands of NOK) | ||||||
Name | Title | Fee | Fees to audit and remuneration committee | Other benefits | Loans as of 31.12 | No. of equity capital certificates |
Per Axel Koch | Board chairman | 330 | 16 | 16 | - | 35,000 |
Eli Arnstad | Deputy chair | 180 | 71 | 17 | 2,380 | 4,000 |
Kjell Bjordal | Board member | 155 | - | 18 | - | 27,428 |
Aud Skrudland | Board member as from April 2010 | 155 | - | 18 | 239 | 1,346 |
Arnhild Holstad | Board member as from April 2010 | 155 | - | 17 | 2,282 | - |
Paul E. Hjelm-Hansen | Board member | 155 | 70 | 16 | - | 37,536 |
Bård Benum | Board member | 155 | 68 | 1 | - | - |
Venche Johnsen 1) | Board member, employee representative | 155 | - | 611 | 399 | 16,706 |
Rolf Røkke | Chair, Control Committee | 135 | - | 0 | - | - |
Tone Valmot | Member, Control Committee to end March 2011 | 26 | - | - | - | 8,012 |
Anders Lian | Deputy chair, Control Committee | 90 | - | - | - | - |
Terje Ruud | Member, Control Committee as from April 2011 | 71 | - | - | - | - |
1) Other emoluments include salary in employment relationships.
The Board chairman has neither a bonus agreement nor any agreement on post-employment salary. The no. of equity capital certificates includes certificates owned by related parties and companies over which the individual exerts substantial influence.
Emoluments to Supervisory Board | |||
(thousands of NOK) | 2012 | 2011 | |
Terje Skjønhals, Supervisory Board Chair to end March 2012 | 26 | 77 | |
Randi Dyrnes, Supervisory Board Chair as from April 2012 | 61 | ||
Other members | 549 | 670 |