The nomination committee's proposal to the Annual General Meeting in Acta Holding ASA
To the shareholders of Acta Holding ASA
The nomination committee's proposal to the Annual General Meeting in Acta Holding ASA for new members to the Board of Directors and to the remuneration of the Board of Directors and the nomination committee
The nomination committee in Acta Holding ASA has consisted of Jan Petter Collier, Alfred Ydstebø and solicitor Ulf-Einar Staalesen. Solicitor Staalesen has been the chairman of the nomination committee.
The most important task for the nomination committee has been to identify candidates to the Board of Directors, irrespective of gender, which are considered to hold the necessary competence and capacity to conduct the relevant Board work. In this regard, the nomination committee has evaluated the competence and qualities which are already represented on the Board of Directors among members who are not up for re-election. The Board of Directors, as a collegium, holds the responsibility to balance the different interests in order to promote the value creation in the company. The nomination committee has therefore sought to identify candidates to the Board that have both the will and ability to cooperate.
Only Stein Aukner is eligible for re-election, and the nomination committee proposes that he is re-elected for a period of two years.
Alfred Ydstebø, Ellen Math Henrichsen and Harald Sig. Pedersen are not up for election, and will thus continue as members of the Board of Directors.
Ragnhild Kvålshaugen has informed the Board that she wishes to resign from the Board in Acta Holding ASA. She will be replaced by a new board member. The nomination committee will also propose to strengthen the Board of Directors with two additional members.
The nomination committee has unanimously decided to propose that the following three candidates shall be elected as new members of the Board of Directors in Acta Holding ASA for a period of two years.
1. Merete Haugli, 46 years, a number of board positions in addition to have held several leading positions, i.a. SEB, Formuesforvaltning AS, First Securities ASA and ABG Sundal Collier ASA. She has also held the position as assistant chief of police in Oslo Police district for ecomic and environmental crime. She has her educational background from i.a. Norwegian College of Banking and Norwegian School of Management.
2. Pia Gideon, 55 years, consultant, broad and long Swedish and international experience in communication, branding and marketing i.a. Ericsson and JKL and as a journalist in the leading Swedish business magazines Veckans Affarer and Dagens Industri, in addition to a number of board positions in a variety of industries. She is i.a. a graduate of Stockholm School of Economics and also has Executive Training from Columbia University.
3. Ole Peter Lorentzen, 57 years, Chairman in the privately owned investment company Ludvig Lorentzen AS, and has a wide experience from investments in shipping, real estate and technology enterprises. He has experience from the Board of Directors in both small and large companies, recently in Energy Recovery Inc. and Opera Software ASA. Lorentzen is a Master in Business and Economics from the University of Lund, Sweden. He controls approximately 9.9 per cent of the shares in Acta.
The composition of the Board of Directors in accordance with the committee's proposal will be:
1. Alfred Ydstebø, Chairman of the Board
2. Stein Aukner, Vice chairman of the Board
3. Ellen Math Henrichsen
4. Harald Sig. Pedersen
5. Merete Haugli
6. Pia Gideon
7. Ole Peter Lorentzen
None of the members of the nomination committee are up for election. The composition of the nomination will still be:
1. Ulf-Einar Staalesen, Chairman
2. Jan Petter Collier
3. Alfred Ydstebø
The nomination committee suggests the remuneration for the Chairman to be set at NOK 250,000 and NOK 150,000 for other members, and that members of the audit committee are given an additional remuneration of NOK 50,000. The nomination committee suggests members of the nomination committee to be remunerated with NOK 20,000 to the Chairman and NOK 10,000 to other members. All rates to apply from the Annual General Meeting in 2009 to the Annual General Meeting in 2010.
Stavanger, 4 May 2010
Ulf-Einar Staalesen
Chairman of the nomination committee
Acta Holding ASA