Investor

Audit Committee

The Company’s Audit Committee is governed by the Norwegian Public Limited Liability Companies Act and a separate instruction adopted by the Board of Directors. The members of the Audit Committee are appointed by and among the members of the Board of Directors. A majority of the members shall be independent of the Company’s Executive Management, and at least one member shall have qualifications within accounting or auditing. Board members who are also members of the Executive Management cannot be members of the Audit Committee. In 2021, the Committee’s mandate has been updated to reflect the new Norwegian Auditors’ Act. The principal tasks of the Audit Committee are to:

• Prepare the Board of Directors’ supervision of the Company’s financial reporting process
• Monitor the systems for internal control and risk management
• Continuous contact with the Company’s auditor regarding the audit of the annual accounts
• Review and monitor the independence of the Company’s auditor, including in particular the extent to which services than auditing provided by the auditor or the audit firm represent a threat to the independence of the auditor

The current Audit Committee is composed as follows:

• Gisele Marchand, Chairperson
• John Andersen Jr.
• Jørgen Kildahl
• Espen Gundersen

Organisation and Remuneration Committee

The Company’s Organisation and Remuneration Committee is governed by a separate instruction adopted by the Board of Directors. The instruction was updated in 2021. The members of the Organisation and Remuneration Committee are appointed by and among the members of the Board of Directors and shall be independent of the Company’s Executive Management. The principal tasks of the remuneration committee are to prepare:

• Guidelines for remuneration of Executive Management in accordance with the Norwegian Public Limited Liability Companies Act section 6-16 a
• Other matters relating to remuneration and other material employment issues in respect of the Executive Management
• Key performance indicators for organisation/ HR in cooperation with the CEO and the EVP People & Organisation, and based on these indicators review the performance on a regular basis.

The current Organisation and Remuneration Committee is composed as follows:

• John Andersen Jr., Chairperson
• Jan Skogseth
• Maria Moræus Hanssen
• Mette Krogsrud

Nomination Committee

Scatec has established a Nomination committee in accordance with the Articles of Association. The Nomination Committee is independent of the Board and management of the company, and its composition shall ensure the shareholder’s interests. The Instructions for the Nomination Committee are available here.

Members of the Nomination Committee are elected by the General Meeting for a period of two years. The General Meeting also elect the Chairman of the Nomination committee, and decide upon the committee’s compensation.

The current Nomination Committee is composed of Kristine Ryssdal (Chair), Svein Høgset, Mads Holm and Annie Golden Bersagel. Please see below for the profiles.

Kristine Ryssdal
Chair of the Nomination Committee
Phone: +47 95 02 83 20.

Kristine Ryssdal has since 2016 been EVP General Counsel in Yara International ASA. She has previously held leading positions in both Equinor ASA and REC ASA. Ryssdal has since 2018 been a member of Norges Bank’s Executive Board. Further, she has experience from the board of Borregaard ASA.

Svein Høgset
Member of the Nomination Committee
Phone: +47 404 82 770

Svein Høgset is the CEO and CIO of Incentive AS, an investment management firm based in Oslo and Stockholm. Prior to founding Incentive in 2014, Mr Høgset lived and worked within investment banking and investment management in London between 1998 and 2014. Prior employers include Morgan Stanley, Goldman Sachs, Montrica Investment Management and TPG-Axon. Mr Høgset holds a Master of Science in Business Administration from the Norwegian School of Economics (NHH) in Bergen, Norway.

Mads Holm
Member of the Nomination Committee

Mads Holm is currently Senior Vice President & Head of Finance in Equinor ASA, where he among other things is responsible for Equinor’s financial investments within the renewable industry. Holm is a Danish citizen. Prior to his current position, he held several other leading positions in the company. From 2003-2012 he was employed by Danske Markets. Holm holds a Master of Business and Accounting from Copenhagen Business School.

Annie Golden Bersagel
Member of the Nomination Committee

Annie Golden Bersagel is currently portfolio manager at Folketrygdfondet, responsible for sustainability. She has previous experience from KLP Asset Management’s department for responsible investments. Bersagel is an American citizen. She holds a law degree from Stanford Law School, and also an executive MBA in Finance from the Norwegian School of Economics.

Election of members to Scatec’s Board of Directors
In connection with the annual evaluation of the Board of Directors, shareholders may propose candidates to the Board of Directors to the Nomination Committee. Proposals can be submitted to the Chairman of the Nomination Committee.

ESG Committee

Scatec has established an ESG Committee consisting of representatives from the administration, and three Board members, elected for a period of two years, or until they resign their position as a member of the Committee. The purpose of the ESG Committee is to guide and support the Company’s work and commitment towards Environmental, Social and Governance matters.

Key responsibilities of the Committee include:

• Discuss and advise on the Company’s ESG strategy, policies and performance
• Review and monitor annual ESG targets and results
• Review and discuss key ESG strategic decisions and directions
• Discuss current and future ESG risks, regulations and trends relevant to the Company

The current ESG Committee is composed as follows:

• John Andersen Jr., Chairperson
• Gisele Marchand, Board Member
• Jørgen Kildahl, Board Member
• Espen Gundersen, Board Member