on the remuneration policy
The Annual General Meeting of Össur
hf. was held at Nordica Hotel,
Reykjavík, on 23 February 2007
The Consolidated Financial Statement and the Report of the
Board of Directors were approved unanimously.
A decision was made on remuneration to the Board of
Directors for 2006, as follows:
Chairman of the Board, USD. 50.000
Vice Chairman of the Board, USD. 30.000
Other members USD.
A proposal was submitted
and approved to carry over, the net profit of the Company in 2006, to
the following year.
A motion was submitted and approved to amend Section 2.01of
the Articles of Association of Ossur hf. and authorise the Board of Directors
to increase the share stock of the company. The section now states,
“The company's board of directors is authorised to
increase the share capital of the company in stages over five years by up to
ISK 209,608,310 at nominal value so that:
A) up to ISK 9,608,310 at nominal value
will be sold with pre-emption rights for shareholders in accordance with the
company's articles of association and section V of Act no. 2/1995 on Public
Limited Companies. The company's board of directors determines the offer price of these
shares, the terms of sale, the subscription deadline and payment deadline.
B) up to ISK 200,000,000 at nominal value through the sale of new shares without the
provision on pre-emption rights of Art. 34, of Act No. 2/1995 on Public Limited
Companies, being applicable. The company's board of directors determines the
offer price of these shares, the terms of sale, the subscription deadline and
payment deadline. The company's board of directors may decide that subscribers
pay for the new shares partly or wholly in cash.
The following were elected to serve on the Board of Directors
until the next Annual General Meeting:
Niels Jacobsen – Chairman of the
Thordur Magnusson– Vice
The Auditing Firm of Össur hf. for the current year will
be Deloitte hf.
A motion was submitted and approved to authorise the Board
of Directors to acquire treasury shares in the Company. The motion was as follows:
The Company is authorised, pursuant
to the provisions of Article 55 of the Companies Act No. 2/1995, to acquire up
to 10% of treasury shares at a price which is no higher than 10% over and no
lower than 10% under the posted average price of shares in the Company for the
two weeks immediately preceding the acquisition.
The authorisation is effective for
the next 18 months. Earlier
authorisation is withdrawn.
8. A Remuneration Policy in accordance with Article 79.a. of
the Company Act. was approved. In addition key terms of share option agreements
with the CEO and members of the Executive Committee.
Policy of Össur hf.
In accordance with
Article 79.a. of the Act respecting Limited Liability Companies No. 2/1995
It is the
policy and priority of Össur hf. to attract and retain exceptional employees.
In order to achieve this, the Company must have in place a competitive
compensation structure in each of its operations. This remuneration policy is
designed and implemented to ensure the alignment of interest of the long-term
shareholders of Össur hf. and its employees and other stakeholders, in a principled,
simple and transparent way.
In addition to base salary, Össur
hf. (the “Company”), provides employees with necessary working equipment. The
Company compensates managers and employees with other payments, reimbursements
and other rewards including:
1. With performance-linked
payments and benefits. The Company can pay bonuses that reflect individual
contribution to the Company’s projects, specific divisions or the Company as a
whole. Managers will also be provided with vehicles in few exceptional cases.
2. With share options. The
Board of Directors of Össur hf. (the “Board”) can offer employees share options
in the Company. The strike price of such share options agreements shall never
be below the market prices of the Company’s shares at the time of issuing. All
share option agreements offered to the managers of the Company will be laid
before a shareholders meeting for approval. Össur’s annual report always
discloses the share options held by managers and members of the Board. The
Board can in exceptional circumstances provide the Company’s managers with
sales rights on their options of shares in the Company.
3. Össur hf. does not
provide managers or other employees with loans or guarantees in relation to
purchase of shares in the Company, as authorised in 2nd paragraph of
Article 104 in the Act respecting Public Limited Companies, or for other
purposes, except in exceptional circumstances. Such instances are always
subject to the approval of the Board.
4. Össur hf. pays
employer’s share to pension funds for employees in accordance with applicable
laws and general labour contracts. The Company does not enter into special
pension fund agreements and no such agreements exist. The Company, in
exceptional circumstances, pays an additional pension contribution for
managers, never exceeding 20% of annual salary.
5. Össur hf. does not enter
into special retirement agreements with managers and other employees, but
prefers to have mutual termination clauses apply as practiced on the labour
market. Össur’s employees have three months notice clause in accordance with
employment agreements or general union labour requirements. The Board reserves
the right to approve, in specific instances, a termination notice up to 12
[twelve] months, particularly in the case of managers located abroad. Currently
some managers have up to 12 [twelve] months termination clause.
6. The remuneration of the
Board of Directors is approved, with forward effect for one year at a time, by
the Company’s Annual General Meeting in accordance with Company Law.
Remuneration Policy is reviewed once a year by The Board of Directors of Össur
option agreements with CEO and members
Key Terms –
The CEO is granted an option to purchase 1.250.000 shares
of common stock.
Other six members of the Executive Committee are each granted
an option to purchase 308.000 shares of common stock.
The options will only be possible to vest during the
month of December the year 2011
It is a condition for the vesting of the agreements that
a option holder will remain continously employed with the Company until
December 1st 2011.
The strike price of these option agreements will be the
average of the Company’s share price during the last 20 working days prior to the
Annual General Meeting on 23rd of February, 2007, or a currency converted
figure thereof, should the Company list a part or all of its shares on a
foreign Stock Exchange.
The company does not contribute funds or place any
security in connection with these purchases.
The company’s estimated cost, in relation to these
options, has been assumed based on the option pricing model of Black-Scholes.
According to such calculation made by the company’s auditor, the estimated cost
is 46.123.175 Ikr.