Investor
Board of Directors
John Andersen Jr., Chair of the board
Year of birth: 1967
Elected until: 2024
Education: Master of Business and Economics from BI Norwegian Business School.
Experience: Currently CEO of Scatec Innovation AS. Former Chief Operating Officer of the REC Group, where he held several top management positions during his 12 years with the company. Prior to REC, he worked in Borregaard Industrier.
Number of shares in Scatec ASA: 0¹
¹) Related parties control 14,132,339 shares through Scatec Innovation AS
Espen Gundersen, Board member
Year of birth: 1964
Elected until: 2024
Education: MBA from the Norwegian School of Management, Oslo and Certified Public Accountant from the Norwegian School of Economics (NHH).
Experience: Is currently a full time non-executive board member. Played a key role in the international growth and expansion of Tomra Systems in 1999 – 2022, where he had various positions, including CFO from 2003 and Deputy CEO from 2009. Previous experience includes positions in Selmer ASA and Arthur Andersen.
Number of shares in Scatec ASA: 10,000
Year of birth: 1965
Elected until: 2024
Education: Master of Petroleum Engineering from Norwegian University of Science and Technology and Master of Petroleums Economics from IFP School
Experience: Extensive experience from the international oil & gas industry, including 4 years as CEO of DEA AG (Hamburg) and ENGIE E&P International SA (Paris). She previously held executive positions in Norsk Hydro, Statoil (Equinor), Aker ASA and served as Deputy CEO and COO for newly merged Wintershall DEA until end of 2019.
Number of shares in Scatec ASA: 8,540 (incl. related parties)
Morten Henriksen, Board member
Year of birth: 1968
Elected until: 2025
Experience: Henriksen will take up the position as CEO of Gassnova SF 1 May 2023. He is a former EVP of Arendals Fossekompani ASA, where he led several industrial acquisitions and an IPO on Euronext Growth. He has a strong technical background with broad experience from international project leadership in the energy space with strong exposure to emerging markets as well as solid commercial experience.
Number of shares in Scatec ASA: 2,000
Jørgen Kildahl, Board Member
Year of birth: 1963
Elected until: 2025
Education: MSc in Economics and MBA from the Norwegian School of Economics, and Advanced Management Program at Harvard Business School
Experience: Currently Senior Advisor in Energy Infrastructure Partners. Has extensive leadership experience from the energy sector, including 5 years as EVP in E.ON SE and 11 years in Statkraft AS, whereof 6 years as CEO of Statkraft Energi AS. Holds board positions in Ørsted AS and Alpiq AG.
Number of shares in Scatec ASA: 3,000
Mette Krogsrud, Board ember
Year of birth: 1968
Elected until: 2024
Education: MSc from Norwegian School of Economics (NHH) and MSc in Organisational Change from Ashridge/Hult Business School, UK.
Experience: Currently Consultant in Spencer Stuart International. She has more than 25 years leadership experience from a broad range of roles across industries including former positions as Executive Vice President in Schibsted Group and Managing Director in Korn Ferry Norway.
Number of shares in Scatec ASA: 1,000
Gisele Marchand, Board member
Year of birth: 1958
Elected until: 2025
Education: Bachelor's degree in Business from Copenhagen Business School
Experience: Has worked as full time non-executive board member and advisor since 2018. She has extensive top management experience from positions in financial institutions like DNB ASA (VP in charge of corporate and retail banking), the Government Pension Fund (CEO), Eksportfinans ASA (CEO) as well as the law firm Haavind AS (CEO).
Number of shares in Scatec ASA: 3,586
Committees
Scatec has established an Audit Committee and Remuneration Committee, both elected by the Board of Directors. The Company also has a Nomination Committee governed by the Articles of Association section 8 and elected by the General Meeting.
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
- Maria Moræus Hanssen
- Mette Krogsrud
- Morten Henriksen
To elevate the Company’s ESG commitments, the responsibilities of the ESG committee will be carried out by the collective Board of Directors from 2023 onwards. The Audit Committee will be responsible for tasks related to ESG reporting and regulations.
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.
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.
Christian Rom
Member of the Nomination Committee
Christian Rom has been portfolio manager of DNB Asset Management’s global environmental strategies since 2010. Prior to his position with DNB, Rom worked at Carnegie Securities as a sell-side equity analyst specialising in technology, mining and renewables. Rom holds a Master of Science in Business and Economics from Norwegian School of Management (BI) from Oslo, Norway.
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.
Proposal of candidates to the Board of Directors
Any shareholder is entitled to propose candidates to Scatec ASA’s Board of Directors and the Nomination Committee.
Proposals can be sent to the administration by sending an e-mail to siobhan.minnaar@scatec.com or the Chair of the Nomination Committee Kristine Ryssdal at kristine.ryssdal@yara.com.
When proposing candidates, please include the following information:
- Full name of the proposed candidate
- Contact details of the candidate (if available)
- Qualification of the candidate
- The number of shares held in Scatec ASA by the individual submitting the proposal.
The Nomination Committee will review and assess the candidate and thereafter decide if the candidate is to be proposed elected by the general meeting of Scatec ASA.
Proposals must be submitted within 15 January 2023 to be considered for the upcoming election of member to the board of directors at the annual general meeting on 18 April 2023.