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SpareBank 1 SMN : Resolutions of the Supervisory Board

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Sparebank 1 SMN
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The Supervisory Board has at its meeting on 25 March 2021 adopted the following resolutions:

Approval of the annual accounts and the management report for 2020 – including the application of the net profit for the year

Resolution:
The supervisory board approves the board of directors’ proposal regarding the annual accounts and management report for 2020, and the proposal for application of the net profit. The supervisory board declares a dividend payout of NOK 1.30 per equity certificate to parties who are equity certificate holders as at 25 March 2021 with payout taking place on 7 April 2021. SpareBank 1 SMN’s equity certificates are quoted ex-dividend on 26 March 2021.

The supervisory board also approves the board of directors’ recommendation to allocate NOK 321m to non-profit causes, of which NOK 95m is to be disbursed as donations to non-profit causes. The dividend equalisation fund and the ownerless capital receive NOK 230m and NOK 130m respectively. The board of directors is given authorisation to distribute the amount set aside for non-profit causes.

The supervisory board votes in accordance with the board of directors’ recommendation that SpareBank 1 SMN should make a group contribution totalling NOK 21,748,478.

The board of directors is given authorisation to determine the distribution of all or parts of the remaining dividend and community dividend as presented in the following item.

Authorisation to the board of directors to determine the payout of dividend up until the next ordinary meeting of the supervisory board

Resolution:
The supervisory board, with a basis in the approved annual accounts for 2020, authorises the board of directors to determine further distribution of dividend after 30 September 2021.

Under the authorisation the decision on and payout of dividend is limited to a maximum of NOK 3.10 per equity certificate to parties holding equity certificates as at the date decided by the board of directors.

Furthermore, under the authorisation the decision on payout to non-profit causes is limited to a maximum of NOK 105 million, and transfer to the foundation Sparebankstiftelsen SMN is limited to a maximum of NOK 121 million. The board of directors is given authorisation to distribute the amount set aside for non-profit causes.

The authorisation applies up until the ordinary meeting of the supervisory board in spring 2022. The board of directors may not make use of the authorisation until the authorisation is registered with the Register of Business Enterprises.

Policy on the determination of salary and other remuneration to senior employees

Resolution:
The supervisory board approves the board of directors’ policy on the determination of salary and other remuneration to senior employees.

Corporate governance at SpareBank 1 SMN

Resolution:
The supervisory board took note of the account of corporate governance principles and practice at SpareBank 1 SMN.

Authorisation to raise subordinated debt and issue hybrid capital

Resolution
The Supervisory Board authorised the Board of Directors to raise subordinated loans, collectively or separately, in Norwegian currency or the equivalent in foreign currency, distributed as follows:

Subordinated debt NOK 1,000m
Hybrid capital NOK 1,000m

The authorisation remains valid until the final accounts for 2021 are adopted.

Authorisation to acquire and establish a security interest in the Bank’s own equity certificates

Resolution
The Supervisory Board resolved to authorise the Board of Directors to acquire, and to establish a security interest in, the Bank's treasury ECs in a total nominal amount of NOK 200m within the limits set forth in law and regulations and subject to the following conditions:

  1. The overall holding of ECs owned by the Bank and/or in which it has a consensual security interest may not exceed 5 per cent of the Bank's issued EC capital.

  2. The smallest amount payable for the ECs is NOK 1 and the highest amount is NOK 200.

  3. This limit also applies to any consensual security interest such that the claim which the security interest is to cover must be within the said amount limits.

  4. Acquisition of ECs shall take place through purchase in the securities market via Oslo Børs and disposal shall take place through sale on the same market, in the event as a private placing with employees in accordance with applicable laws and regulations.

  5. The authorisation is valid for 18 months as from 26 March 2021.

  6. The authorisation replaces the existing repurchase authorisation.

Election of deputy chair of the Supervisory Board
Re-election of Per Olav Tyldum deputy chair for a two-year term.

Election of members of the Board of Directors
Re-election of Kjell Bjordal board member for a two-year term.
Re-election of Morten Loktu as board member for a two-year term.
Re-election of Christian Stav as board member for a two-year term.
Election of Freddy Aursø as new member for a two-year term.

The Supervisory Board took note of that Inge Lindseth and Christina Straub are employees permanent board members and that Karin Norli is the employees' deputy member of the board for a period of two years.

Election of chair of the Board of Directors
Kjell Bjordal re-elected as chair of the Board of Directors for a two-year term

Interim election of deputy chair of the Boards of Directors
Interim election of deputy chair Christian Stav for a one-year term

Elections to the Supervisory Board's election committee
Lars Tvete was re-elected as representative for the ECCs holders for a period of two years.
Ingrid Finboe Svendsen was elected as representative ECCs holder for a period of two years.

As alternate:
Nils Martin Williksen was re-elected as alternate for the ECCs holders for a period of two years
Berit Tiller was elected as alternate for the ECCs holders for a period of two years

Lars B. Tvete was re-elected av chair of the Supervisory Board's election committee for a period of two years.


This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)