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. This entails inter alia that the basis for variable remuneration related to the entity's performance shall be a period of at least two years, and the earning period shall not be less than one year.
SpareBank 1 SMN's compensation arrangements also contain special rules for senior employees. Fore these groups the basis for variable renumeration related to undertaking's risk adjusted result is a period of at least two years. A minimum of 50 per cent of the variable renumeration is allocated in the form of equity certificates, which are tied and allocated in portions of one-third per year over three years.
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 | ||||
2013 | 2014 | (NOK million) | 2014 | 2013 | |
522 | -60 | Wages | 893 | 834 | |
38 | 46 | Pension costs (Note 25) | 62 | 52 | |
31 | 110 | Social costs | 47 | 37 | |
592 | 95 | Total personnel expenses | 1,002 | 923 | |
790 | 798 | Average number of employees | 1,241 | 1,195 | |
757 | 753 | Number of man-labour years as at 31 December | 1,192 | 1,159 | |
805 | 789 | Number of employees as at 31 December | 1,273 | 1,238 |
Emoluments to Top Management | ||||||||
2014 (thousands of NOK) | ||||||||
Name and title | Salary and other short term benefits* |
*Of which bonuses1) |
Of which share-based bonus payments | *Pension contribution for salaries above 12G | Current value of pension liability | Pension rights accrued in past year | Loans at 31.12 |
No. of equity capital certificates |
Finn Haugan Group CEO | 6,609 | 399 | 200 | 2,297 | 16,156 | 640 | 10,619 | 177,906 |
Kjell Fordal Executive Director Group Finance | 3,073 | 243 | 121 | 460 | 8,138 | 744 | 6,438 | 224,422 |
Wenche Margaretha Seljeseth 2) Executive Director products, processes and production | 2,335 | 180 | 90 | 223 | - | 65 | 2,696 | 8,139 |
Tina Steinsvik Sund 2) Executive Director Performance Development, HR and Digital Channels | 937 | 189 | 95 | 59 | - | 16 | 6,713 | 11,606 |
Vegard Helland Executive Director Corporate | 2,733 | 206 | 103 | 307 | 1,946 | 130 | 2,357 | 13,312 |
Svein Tore Samdal Executive Director Retail | 2,654 | 69 | 35 | 378 | - | 65 | 4,634 | 2,618 |
2013 (thousands of NOK) | ||||||||
Name and title | Salary and other short term benefits* |
*Of which bonuses1) |
Of which share-based bonus payments | *Pension contribution for salaries above 12G | Current value of pension liability | Pension rights accrued in past year | Loans at 31.12 |
No. of equity capital certificates |
Finn Haugan Group CEO | 5,707 | 260 | 190 | 1,722 | 16,025 | 682 | 6,696 | 173,351 |
Kjell Fordal Executive Director Group Finance | 2,729 | 173 | 87 | 393 | 6,131 | 708 | 5,767 | 222,259 |
Wenche Margaretha Seljeseth 2) Executive Director products, processes and production | 2,028 | 107 | 53 | 181 | - | 62 | 2,131 | 6,535 |
Tina Steinsvik Sund 2) Executive Director Performance Development, HR and Digital Channels | 2,221 | 140 | 70 | 241 | - | 62 | 6,736 | 9,922 |
Vegard Helland Executive Director Group Customers | 2,469 | 164 | 82 | 254 | 1,371 | 93 | 3,175 | 11,477 |
Svein Tore Samdal Executive Director Offices | 2,084 | - | 0 | 44 | - | 21 | 5,052 | 2,000 |
Tore Haarberg Executive Director Products and Processes to end 31 August 2013 |
2,041 | 178 | 89 | 269 | - | 126 | 5,430 | 9,563 |
1) Paid bonuses for previous year
2) Defined-contribution pension scheme.
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. 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. A 12G arrangement has subsequently been established for a number of new managers. A condition is that the recipient undertakes not to dispose of these funds before reaching retirement age. The Board of Directors has at all times the right to check that pension saving of 12 times the basic amount available under the National Insurance Fund Scheme is carried out as intended.
An early retirement agreement has been entered with the CEO in the event of his stepping down before reaching age 67, entailing a pension equal to 68% 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 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 severance packages of 12 or 24 months in which are reduced by any salary earned in other employment. In all cases, maximum severance pay without any reduction is 12 months. 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 | ||||||
2014 (thousands of NOK) | ||||||
Name | Title | Fee | Fees to the Audit, Risk and Remuneration committees |
Other benefits | Loans as of 31.12 |
No. of equity capital certificates |
Kjell Bjordal | Board chairman | 370 | 30 | 8 | - | 100,000 |
Bård Benum | Deputy chair | 200 | 76 | 2 | - | - |
Aud Skrudland | Board member | 173 | 20 | 2 | - | 2,765 |
Arnhild Holstad | Board member | 173 | 41 | 3 | 2,507 | - |
Paul E. Hjelm-Hansen | Board member | 173 | 95 | 2 | - | 49,219 |
Venche Johnsen 1) | Board member, employee representative | 173 | - | 689 | 108 | 24,716 |
Janne Thyø Thomsen | Boardmember as from 1 April 2014 | 130 | 36 | 1 | - | - |
Morten Loktu | Board member | 173 | 20 | 4 | - | 5,000 |
Terje Lium | Chair, Control Commitee | 150 | - | 2 | - | - |
Anders Lian | Deputy Chair, Control Committee | 100 | - | 2 | - | - |
Terje Ruud | Member, Control Committee | 100 | - | 2 | - | - |
1) Other emoluments include salary in employment relationships. | ||||||
2013 (thousands of NOK) | ||||||
Name | Title | Fee | Fees to the Audit and Remuneration committee |
Other benefits | Loans as of 31.12 |
No. of equity capital certificates |
Kjell Bjordal | Board chairman as from 1 April 2013 | 306 | 18 | 116 | - | 100,000 |
Bård Benum | Deputy chair | 182 | 55 | 1 | - | - |
Aud Skrudland | Board member | 162 | 18 | 4 | 0 | 1,765 |
Arnhild Holstad | Board member | 162 | 29 | 2 | 2,583 | - |
Paul E. Hjelm-Hansen | Board member | 162 | 73 | 1 | 0 | 49,219 |
Venche Johnsen 1) | Board member, employee representative | 162 | - | 671 | 235 | 24,716 |
Bente Karin Trana | Alternate | 148 | - | 2 | - | - |
Morten Loktu | Board member as from 1 April 2013 | 122 | 7 | 1 | - | - |
Eldbjørg Gui Standal | Board member to end 31 January 2013 | 41 | 18 | 1 | - | - |
Per Axel Koch | Board chairman to end 31 March 2013 | 86 | 14 | 121 | - | 50,000 |
Rolf Røkke | Chair, Control Committee to end 31 March 2013 | 35 | - | 1 | - | - |
Terje Lium | Chair, Control Committee as from 1 April 2013 | 105 | - | 1 | - | - |
Anders Lian | Deputy Chair, Control Committee | 94 | - | 1 | - | - |
Terje Ruud | Member, Control Committee | 94 | - | 1 | - | - |
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. |
Fees to the Supervisory Board | |||
(thousands of NOK) | 2014 | 2013 | |
Randi Dyrnes, Supervisory Board Chair | 78 | 73 | |
Other members | 452 | 385 |