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Bjørn Erik Næss

Chairman, Investment Committee, Remuneration Committee

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Beate S. Nygårdshaug

Board member, Audit Committee

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Brita Eilertsen

Board member, Investment Committee

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Merete Haugli

Board member, Audit Committee

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Terje Mjøs

Board member, Audit Committee

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Lars Erich Nilsen

Board member, Investment Committee, Remuneration Committee

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The Audit Committee

The board of directors in Axactor SE nominates the audit committee members.

Members of the committee shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the board of directors.

The audit committee comprises 3 members, but shall always comprise at least 2 members.

Each member should have skills and experience appropriate to the company’s business.

Executive managers cannot be members of the Committee. Each member shall be financially literate; at least one member must have accounting or related financial expertise.

The audit committee meets Norwegian requirements regarding independence and competence. The audit committee is appointed by the board of directors to assist the board in discharging its oversight responsibilities. The audit committee will oversee the financial reporting process to ensure the balance, transparency and integrity of published financial information.

The audit committee will also review:

  • the effectiveness of the company’s internal financial control and risk management system;
  • the independent audit process including recommending the appointment and assessing the performance of the external auditor;
  • the company’s process for monitoring compliance with laws and regulations affecting financial reporting and, if applicable;
  • its code of business conduct

The audit committee maintains a pre-approval policy governing the engagement of the company’s primary and other external auditors to ensure auditor independence.

The Investment Committee

The board of directors in Axactor SE nominates the investment committee members.

Members of the committee shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the board of directors.

The investment committee comprises 3 members and will always comprise at least 3 members.

Each member should have skills and experience appropriate to the company’s business. Executive managers cannot be members of the Committee.

Each member shall be financially literate; at least one member must have related financial expertise. The Committee reports to the board on the activities and recommendations of the Committee.

The investment committee is appointed by the board of directors to assist the board in discharging its oversight responsibilities. The investment committee will oversee the financial investment process- and proposals to ensure that the relevant investments meet company requirements with respect to expected return and due diligence prior to commitment of funds.

The Remuneration Committee

The board of directors in Axactor SE nominates the remuneration committee members.

Members of the committee shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the board of directors.

The remuneration committee comprises of 3 members and will always comprise at least 3 members.

Each member should have skills and experience appropriate to the company’s business. Executive managers cannot be members of the Committee.

The members of the committee should be free from any relationship that, in the opinion of the BOD, would interfere with the role and make it questionable that the person is independent in his/her judgment.

The remuneration committee is appointed by the board of directors to assist the board in developing the remuneration philosophy, policy and guidelines, among others stated in the Declaration of Remuneration.There should be a direct link between remuneration level and business performance and return to shareholders. It should also monitor the results of such policy to assure the remuneration payable are in the best interest of the company and aligned with the overall business strategy, corporate goals and objectives.