PROTECTOR FORSIKRING ASA Remuneration report
for
senior executives
2023
Remuneration report for senior executives
Background
The Board of Directors are required to, in accordance to the Public Limited Liability Companies Act § 6-16 a and b and regulation 11.12.2020 no. 2730, prepare principles and report on remuneration to the Chief Executive Officer (CEO), other senior executives and employees that are members of the Board of Directors (BoD). This report will also cover the note disclosure requirements pursuant to the Norwegian Accounting Act § 7-31b and 7-32.
Purpose
This report shall describe our principles and how these contribute to the company's business strategy, long-term interests and financial sustainability. In addition, the report shall ensure transparency about the company's salary policy and remuneration paid to senior executives, as well as confirm compliance with the Guidelines for salary and other remuneration in Protector Forsikring ASA published at www.protectorforsikring.no. The remuneration scheme is linked to the achievement of the company's strategic and financial goals, where both quantitative and qualitative goals are included in the assessment. The remuneration scheme shall also contribute to promoting and providing incentives for good risk management, sustainable value creation, counteracting excessive risk-taking and contributing to avoid conflicts of interest.
Comments from the General meeting 2023
At the General Meeting on March 30, 2023 the remuneration report was endorsed without input or comments.
Company development in 2023
Protector recorded a profit of NOK 1509.3m for 2023. The insurance service result was NOK 1 079.9m, corresponding to a combined ratio of 88.5%. The total return on investments including insurance finance was 944.2m. The return on investments excluding insurance finance was 7.9%. The gross written premiums ended at NOK 10 423m, up 47% (37 % in local currencies) relative to 2022. The SCR-ratio was 195% at year-end, post dividend.
Side 2
Insurance service result* | |
1 200 | |
1 079,9 | |
1 000 | |
864,6 | |
800 | 700,8 |
600
400
200
0
2023 | 2022 | 2021 |
Solvency margin
208% | 206,0 % | ||
206% | |||
204% | |||
202% | |||
200% | |||
198% | |||
195,0 % | 195,0 % | ||
196% | |||
194% | |||
192% | |||
190% | |||
188% | |||
2023 | 2022 | 2021 | |
Profit for the period* | ||||
1 550 | ||||
1 509,3 | ||||
1 500 | 1 482,3 | |||
1 450 | ||||
1 400 | 1 379,0 | |||
1 350 | ||||
1 300 | ||||
2023 | 2022 | 2021 | ||
Return on equity, annualised*
50% | ||||||||
42,9 % | 42,8 % | |||||||
45% | ||||||||
37,7 % | ||||||||
40% | ||||||||
35% | ||||||||
30% | ||||||||
25% | ||||||||
20% | ||||||||
15% | ||||||||
10% | ||||||||
5% | ||||||||
0% | ||||||||
2023 | 2022 | 2021 |
- Please note that Protector reported financial results and APMs according to Norwegian GAAP until IFRS 17 Insurance contract came into effect January 1, 2023. IFRS 17 has affected the way Protector calculates both financial results and some APMs. In the diagrams above the figures have been restated to IFRS. Please refer towww.protectorforsikring.nofor more information on how IFRS 17 has affected Protector's accounting and for definitions of the APMs.
Side 3
Gross written premiums
12 000 | |||||||||||
10 423,0 | |||||||||||
10 000 | |||||||||||
8 000 | |||||||||||
6 000 | |||||||||||
4 320,7 | |||||||||||
4 000 | |||||||||||
1 941,0 | 2 485,7 | ||||||||||
2 000 | 1 407,2 | ||||||||||
268,4 | |||||||||||
0 | |||||||||||
Protector | Norway | Sweden | Denmark | UK | Finland | ||||||
2023 | 2022 | 2021 | |||||||||
Cost Ratio*
20%
15%13,4 %13,2 %
11,9 %
10,8 %
10% | |||||||||||
7,3 % | 7,5 % | ||||||||||
5% | |||||||||||
0% | |||||||||||
Protector | Norway | Sweden | Denmark | UK | Finland | ||||||
2023 | 2022 | 2021 | |||||||||
Combined ratio*
120%
110%
100% | 97,1 % | 91,9 % | |||||||||
90% | 88,5 % | 86,8 % | 86,1 % | ||||||||
82,4 % | |||||||||||
80% | |||||||||||
70% | |||||||||||
Protector | Norway | Sweden | Denmark | UK | Finland | ||||||
2023 | 2022 | 2021 | |||||||||
- Please note that Protector reported financial results and APMs according to Norwegian GAAP until IFRS 17 Insurance contract came into effect January 1, 2023. IFRS 17 has affected the way Protector calculates both financial results and some APMs. In the diagrams above the figures have been restated to IFRS. Please refer towww.protectorforsikring.nofor more information on how IFRS 17 has affected Protector's accounting and for definitions of the APMs.
Side 4
Board of Directors (BoD)
All shareholder-elected board members were re-elected at the Annual General Meeting in 2023. The number of board members was maintained at seven, consisting of five board members elected by shareholders and two board members elected by and among the employees.
The Board has a separate remuneration committee. The remuneration committee consists of four members; three board members elected by shareholders and one board member elected by and among the employees. The remuneration committee shall prepare matters for the Board and recommend:
- All matters concerning remuneration to the CEO
- Guidelines for remuneration as well as assessment of payments of variable remuneration to senior executives
- The Board's guidelines for determining salaries and other remuneration for senior executives
- The Board's Remuneration Report for senior executives
- Significant personnel-related matters concerning senior executives
Remuneration that is awarded in a currency other than NOK is converted using the closing exchange rate on December 31st.
Remuneration to the Board of Directors
The BoD remuneration was approved by the Annual General Meeting on March 30th, 2023 at the recommendation of the nomination committee.
The BoD remuneration consists of a fixed basic fee with additional fees for chairman and member positions as well as meetings in the audit committee, the risk committee and the remuneration committee. Travel cost and out-of-pocket expenses will be covered in addition to the fixed fee. The total paid remuneration for the Board increased from NOK 3 million in 2022 to NOK 3.1 million in 2023. Paid remuneration is in line with the amounts adopted by the Annual General Meeting.
Side 5
Rates for board remuneration approved at the Annual General Meeting (NOK) | ||
Position | Fee 2023/2024 | Fee 2022/2023 |
Chairman of the BoD | 800 000 | 700 000 |
Deputy Chairman of the BoD | 550 000 | 475 000 |
Board member elected by shareholders | 400 000 | 350 000 |
Board member elected by employees | 200 000 | 170 000 |
Chairman of the audit committee | 50 000 | 40 000 |
Member of the audit committee | 30 000 | 25 000 |
Additional fee per meeting in the audit committee | 7 500 | 7 500 |
Chairman of the risk committee | 30 000 | 25 000 |
Member of the risk committee | 20 000 | 15 000 |
Additional fee per meeting in the risk committee | 7 500 | 7 500 |
Chairman of the remuneration committee | 30 000 | 25 000 |
Member of the remuneration committee | 20 000 | 15 000 |
Additional fee per meeting in the remuneration committee | 7 500 | 7 500 |
Chairman of the nomination committee | 10 000 | 10 000 |
Additional fee per meeting in the nomination committee | 7 500 | 7 500 |
Shares owned by the BoD and their personal close associates as of 31.12.2023
Owned by | Name/position | No of shares | % of company |
Reeco AS | Deputy Chairman of the BoD, Arve Ree | 799 978 | 1,0 % |
Alsøy Invest AS | Chairman of the BoD, Jostein Sørvoll | 502 751 | 0,6 % |
Jostein Sørvoll | Chairman of the BoD, Jostein Sørvoll | 1 250 | 0,0 % |
Steel City AS | Board member, Kjetil Andreas Garstad | 206 706 | 0,3 % |
Kjetil Andreas Garstad | Board member, Kjetil Andreas Garstad | 9 684 | 0,0 % |
Tonje Svartberg Giertsen | Board member elected by and amongst the employees | 3 452 | 0,0 % |
Mathews Varghese Ambalathil | Board member elected by and amongst the employees | 500 | 0,0 % |
Side 6
Name of director, position
Jostein Sørvoll
(Chairman of the BoD)
Arve Ree
(Deputy Chairman of the BoD)
Else Bugge Fougner (Board member)
Randi Helene Røed (Board member)
Kjetil Garstad (Board member)
Mathews Ambalathil (Board member elected by and amongst the employees)
Tonje Svartberg Giertsen (Board member elected by and amongst the employees) 08.04.2022 - Line Engelmann-Kokkim (Board member elected by and amongst the employees) 01.05.2021 - 07.04.2022 Kristine Røkeberg Nilsen (Board member elected by and amongst the employees) 02.04.2020 - 01.05.2021
Board fees are paid in April or May, the year following the term of office.
Board fees paid in 2022 and 2023 (NOK) | |||||||||
Fixed Remuneration | Variable | Annual change | |||||||
Remuneration | Special | Proportion of fixed and | |||||||
Pension | Total | total | |||||||
remuneration | variable remuneration | ||||||||
expense | Remuneration | Remuneration | |||||||
Fringe | Other variable | ||||||||
Fees | |||||||||
benefits | remuneration | Fixed | Variable | ||||||
2023 | 740 000 | - | 740 000 | 100 % | 0 % | ||||
2022 | 655 000 | 8 050 | 663 050 | 100 % | 0 % | 11,6 % | |||
2023 | 627 500 | - | 627 500 | 100 % | 0 % | ||||
2022 | 567 500 | 567 500 | 100 % | 0 % | 10,6 % | ||||
2023 | 380 000 | - | 380 000 | 100 % | 0 % | ||||
2022 | 395 000 | 395 000 | 100 % | 0 % | -3,8 % | ||||
2023 | 520 000 | - | 520 000 | 100 % | 0 % | ||||
2022 | 512 500 | 512 500 | 100 % | 0 % | 1,5 % | ||||
2023 | 480 000 | - | 480 000 | 100 % | 0 % | ||||
2022 | 472 500 | 472 500 | 100 % | 0 % | 1,6 % | ||||
2023 | 170 000 | 170 000 | 100 % | 0 % | |||||
2022 | 170 000 | 170 000 | 100 % | 0 % | 0,0 % | ||||
2023 | 170 000 | 170 000 | 100 % | 0 % | |||||
2022 | |||||||||
2023 | |||||||||
2022 | 155 833 | 155 833 | 100 % | 0 % | |||||
2023 | |||||||||
2022 | 14 167 | 14 167 | 100 % | 0 % |
Side 7
Remuneration to senior executives
The total remuneration to senior executives (including the CEO) amounted to NOK 69.1 million (NOK 51.0 million in 2022), of which 58.8% was fixed and 41.2% variable remuneration. The remuneration level is a result of strong financial results as well as individual achievements. The increase in the total remuneration compared to 2022 is due to one additional participant in the senior executive group, a change in the remuneration system for the investment director as well as an increase in the share price which increases value of the synthetic shares and as such the long-term bonus payments.
The total remuneration to the CEO amounted to NOK 11.3 million (NOK 9.0 million in 2022). Of the total remuneration, 55.5% was fixed and 44.5% variable remuneration. The remuneration level is a result of solid business results and individual achievements.
The management's remuneration in 2023 has followed the guidelines for remuneration adopted by the Annual General Meeting in 2023.
The company's remuneration policy
The purpose of Protector's remuneration policy is to attract employees with the competence the company needs, further develop and retain key competence and motivate for long-term and continuous progress, in order to achieve Protector's business goals. As an overall approach Protector's policy should aim at offering a total remuneration which is competitive so that the company can attract and retain the most skilled senior executives. The CEO's salary and other financial benefits are determined by the BoD on the basis of a recommendation from the remuneration committee.
Terms and remuneration for other senior executives are determined by the CEO in accordance with limits approved by the BoD. The total remuneration to senior executives consists of fixed salary, variable salary, pension, and other benefits. The total remuneration shall be competitive and shall reflect the work effort, responsibility and professional challenges associated with a managerial responsibility in a company of Protector's size and industry.
The guidelines shall contribute to the company's business strategy, long-term interests and financial sustainability by;
- attract, motivate and retain the most skilled employees at all levels
- promote and provide incentives for good risk management
- promote the desired company culture
- ensure transparency about Protector's remuneration policy
Side 8
The guidelines shall ensure that the composition of fixed and variable remuneration is balanced and that the fixed part of the remuneration is sufficiently high so that the company can choose not to pay the variable part of the remuneration.
Fixed salary
The fixed salary is reviewed annually and determined based on salary development in the society in general and financial sector in particular. The annual salary increases for 2023 in the financial industries in the various countries ranged from 3,9% to 5%. The BoD decided, in accordance with the guidelines, a general salary increase for senior executives in line with the index in the respective country of which the executive is employed, with some exceptions due to adjustment in accordance with market conditions.
Change in annual fixed salary for senior executives and | 2023 vs 2022 | 2023 vs 2022 |
other employees | Annual salary | Avr. annual |
1/7 | salary | |
Henrik Høye - CEO fra juni 2021 | 3,9 % | 8,3 % |
Hans Didring - Deputy CEO | 4,1 % | 3,3 % |
Ditlev de Vibe Vanay - CFO | 3,9 % | 5,8 % |
Lars Kristiansen - Country manager Norway | 0,0 % | 1,8 % |
Cathrine Wessel-Poulsen - Director Norway | 3,9 % | 5,1 % |
Fredrik Landelius - Country Manager Sweden | 4,1 % | 8,0 % |
Anders Blom Monberg - Country Manager Denmark | 10,0 % | 6,0 % |
Stuart Winter - Country Manager UK | 5,0 % | 3,8 % |
Dag Marius Nereng - Chief Investment Officer | 75,0 % | 78,2 % |
Leonard Bijl - IT Director | 3,9 % | 3,8 % |
Other employees in Protector Forsikring ASA | 7,5 % | 7,1 % |
Other employees in Norway | 6,5 % | 5,2 % |
Side 9
Variable salary
Variable salary (bonus/performance pay) to senior executives can be given based on specific performance measurement of target areas derived from the company's strategies and goals. The assessment considers a combination of the company's overall performance targets, the business unit in question, as well as an assessment of personal contributions, including an overall assessment related to compliance with the company's vision, values and management principles. Variable salaries for senior executives are determined by the BoD on the basis of a recommendation from the remuneration committee.
The company has a long-term bonus scheme for the senior executives and other key personnel where awarded bonus is converted to synthetic shares based on the Protector's share price at December 31st of the performance year. The maximum bonus level is 50% of the annual base salary. The synthetic share holdings are paid with 1/5 of the synthetic shares annually over five years, meaning that 80% of the bonus is deferred between one and four years.
The unpaid holdings of synthetic shares (contingent part ) may be reduced if subsequent results and development indicate that the original award was based on incorrect assumptions. When assessing the bonus the company's underlying business cycle and risk assessment shall be taken in to account. The contingent part of the bonus shall be reduced if either subsequent result development in the company or subsequent results indicated so. The basis for the bonus shall be related to the company's results during minimum 2 years. The valuation criteria for the bonus shall be based on pre-determined financial and non-financial criteria related to the individual employee, the employee's business unit and the company as a whole. For more information on the long-term bonus scheme, please see the Board's guidelines for determination of salary and other remuneration to employees in Protector Forsikring ASA published at www.protectorforsikring.no.
Bonus targets and performance
The objective of the long-term bonus scheme is to encourage good results for the company, but not for this to occur at the expense of the management and control of the company's risk. The framework for the bonus scheme is calculated based on the combined ratio for the whole company. The BoD is permitted to make discretionary changes in both directions to the framework after conducting an overall assessment of the company's financial results. In this assessment, the circumstances in the earnings year and the preceding year shall be taken into consideration.
The remuneration to senior executives are in accordance with the guidelines approved by the Annual General Meeting. The long-term bonus to senior executives is given based on specific performance measurement of target areas derived from the company's strategies and goals. For the performance year 2023, the company's combined ratio ended at 88.5%, which, according to the guidelines, constituted a framework corresponding to a 100% bonus award.
Side 10
Attachments
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Disclaimer
Protector Forsikring ASA published this content on 08 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 March 2024 18:09:06 UTC.
