The Group’s guidelines and regulations on corporate governance are in line with the Norwegian Code of Practice for Corporate Governance. The Board has adopted instructions for its own work, the CEO’s work, the Board’s dealings with the auditor and audit committee, guidelines for the nomination committee, investor relations work and ethical guidelines. Please also see the section of the annual report entitled Corporate Governance.
Board of Directors and Group management
Composition of the Board of Directors
The Board of BWG Homes ASA consists of seven members, four of whom are elected by the annual general meeting and three of whom are employee representatives of the Norwegian companies in the Group. The shareholder-elected members have extensive experience in the housing sector, property development, finance and law.
The shareholder-elected Board members were elected at the annual general meeting held on 26 May 2009, for a two-year period of office until the 2011 annual general meeting. The employee representatives were elected on 16 September 2008 for a two-year period of office.
Board members’ CVs are described in this annual report. An overview of their shareholdings can be found in note 23.
Group Management
Group management comprises CEO Lars Nilsen, CFO of BWG Homes ASA Arnt Eriksen, CEO of Block Watne AS Ole Feet, CEO of BWG Homes AB Mikael Olsson and CFO of BWG Homes AB Jonas Karlsson. The Director of Communications Elisabet Landsend takes part in the Group management meetings.
Remuneration policy
The CEO’s salary is set by the Board. The CFO’s salary is set by the CEO. The salaries of the CEOs of Block Watne AS and BWG Homes AB are set by the boards of their companies.
Members of Group management have termination agreements which under certain conditions give entitlement of up to 24 monthly salaries beyond the standard period of notice. Members of Group management have company cars, and their telephone, newspaper and other relevant expenses are covered.
Members of Group management have individual bonus agreements with varying ceilings, up to a maximum of one annual salary. The bonus criteria are decided by the CEO and are largely performance-based in the individual’s area of responsibility. No member of Group management has any equity compensation benefits or share option schemes. The Group is not under any obligation to grant Group management, the Board or other employees profit-sharing, options or similar benefits.
More information can be found in note 8.
Pensions and retirement benefits
The Group’s retirement benefit arrangements consist of defined-contribution pension plans (funded), contractual early retirement pension (AFP) and collective defined-benefit plans (funded).
At the end of the year, the pension plans had 826 members. In 2009, 19 employees had taken out an AFP pension (16 in 2008), while two individuals were paid a pension directly from the company.
The Swedish companies have different pension plans, which are financed via payments to pension institutions or managed funds. The companies have both defined-contribution and defined-benefit plans.
See also the Group accounting policies – notes 2 and 7.