YARA INTERNATIONAL ASA 
Executive Remuneration Report 2023
Building resilience and a nature- positive food future
About the report
This report outlines the remuneration received by the members of the Board of Directors of Yara International ASA and members of Yara Group Executive Board during 2023. It is prepared in accordance with the Public Limited Companies Act section 6-16b and the European Commission guidelines on the standardized presentation of the remuneration report under Directive 2007/36/ EC, as amended by Directive (EU) 2017/828, as regards the encouragement of long-term shareholder engagement.
Pursuant to the Norwegian Public Limited Companies Act section 6-16b (2) the statement will be presented to the Annual General Meeting (AGM) 2024, which shall hold an advisory vote on the report.
The report is available on Yara's website for ten years from the time of publishing.
The Yara Executive Remuneration Report for 2022 was presented to the 2023 AMG for advisory vote.
- percent of the votes cast were for the report and
- percent were against. The proxy voting service provider ISS recommended to vote against the Yara 2023 Guidelines on salary and other remuneration for executive personnel and the Yara Executive Remuneration Report 2022, the reason being that the performance criteria to allocate Yara shares in the Share Based Remuneration scheme (SBR) is backward looking. The Board has evaluated whether to amend the SBR scheme and has concluded that the scheme shall remain as is.
Yara Remuneration Report 2023
CONTENTS
- COMPANY PERFORMANCE AND EXECUTIVE REMUNERATION
- BOARD OF DIRECTORS
- GROUP EXECUTIVE BOARD
- BOARD OF DIRECTORS' STATEMENT
- INDEPENDENT AUDITOR'S STATEMENT
Contents
1 | 3 | |||||
COMPANY PERFORMANCE AND EXECUTIVE | GROUP EXECUTIVE BOARD | |||||
REMUNERATION | ||||||
1.1 | Financial highlights for the year 2023 | 4 | 3.1 | General Principles for remuneration of the Group | ||
1.2 | Changes to the Group Executive Board during 2023 | 4 | Executive Board | 8 | ||
1.3 | Remuneration of the Group Executive Board | 4 | 3.2 | Group Executive Board Remuneration Overview | ||
2023 | 9 | |||||
3.3 | Compensation for each member of Group | |||||
Executive Board 2023 | 11 | |||||
2 | 3.4 | Group Executive Board Shareholdings 2023 | 13 | |||
3.5 | Application of performance criteria in the Short- | |||||
Term Incentive Plan - score on STIP Performance | ||||||
BOARD OF DIRECTORS | Indicators | 14 | ||||
3.6 | Overview Group Executive Remuneration over the | |||||
last five years | 21 | |||||
2.1 | Remuneration Principles for the Board | 5 | 3.7 | Annual development in Company results, | ||
2.2 | Board Remuneration Overview | 6 | Board and GEB remuneration and average FTE | |||
2.3 | Board Share Holdings 2023 | 7 | remuneration in Yara | 24 | ||
3.8 | How total compensation complies with the | |||||
Guidelines for remuneration of the Group | ||||||
Executive Board Yara and how it contributes to | ||||||
long-term performance of the company | 26 |
4
BOARD OF DIRECTORS' STATEMENT
5
INDEPENDENT AUDITOR'S STATEMENT
Yara Remuneration Report 2023
CONTENTS
1 | COMPANY PERFORMANCE |
AND EXECUTIVE | |
REMUNERATION | |
2 | BOARD OF DIRECTORS |
1. Company performance and executive remuneration in 2023
3 | GROUP EXECUTIVE BOARD |
4 | BOARD OF DIRECTORS' |
STATEMENT | |
5 | INDEPENDENT AUDITOR'S |
STATEMENT |
1.1 Financial highlights for the year 2023
Yara's full-year 2023 net income was USD 54 million compared with USD 2,782 million a year earlier, mainly reflecting lower margins and higher impairment loss driven by a USD 168 million impairment of the Tertre plant in Belgium. Excluding special items, EBITDA was USD 1,712 million compared with record high
USD 4,889 million a year earlier.
Yara's full-year 2023 EBITDA excluding special items was 65 per cent lower than a year earlier, mainly reflecting lower margins with lower selling prices more than offsetting lower production costs. Deliveries decreased by 5 per cent compared to 2022, driven by reduced third party products availability following sanctions on Russia.
1.2 Changes to the Group Executive Board during 2023
Pål Hestad stepped down from the position as EVP, Global Plants & Operational Excellence and took up another position in Yara from July 1. 2023. Johan Labby, formerly Plant Manager at Yara's plant in Le Havre, France took up this position from the same date.
Lars Røsæg resigned from the position as EVP, Corporate Development & Deputy CEO and stepped down from the Group Executive Board August 10, 2023. He left the company September 30, 2023. Magnus Ankarstrand, former CEO Yara Clean Ammonia was appointed EVP Corporate Development from August 10, 2023.
Jorge Noval, former President, Yara Industrial Solutions, joined the Group Executive Board as EVP & CEO Yara Industrial Solutions from August 10, 2023.
1.3 Remuneration of the Group Executive Board
For the annual salary review as of June 1, 2023, the base salaries of the members of the Group Executive Board were increased by 5.85 per cent, equal to the percentage frame for Yara employees in Norway. The performance of 2023 Short-Term Incentive Plan resulted in a bonus payment equal to 38 per cent of the Annual Base Salaries for the Group Executive Members (45 per cent for 2022). Target bonus is 40 per cent and maximum bonus payout is 50 per cent of the Annual Base Salary. The members were rewarded share-based remuneration of 30 per cent of their Annual Base Salary according to the Share Based Remuneration Plan.
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Yara Remuneration Report 2023
CONTENTS
- COMPANY PERFORMANCE AND EXECUTIVE REMUNERATION
- BOARD OF DIRECTORS
- GROUP EXECUTIVE BOARD
- BOARD OF DIRECTORS' STATEMENT
- INDEPENDENT AUDITOR'S STATEMENT
2. Board of Directors
2.1 Remuneration Principles for the Board
The Chair and other Board members receive remuneration as Board members and members of Board Committees. The remuneration is determined by the General Meeting based on recommendation from the Nomination Committee. Employee- elected Board members receive the same remuneration as shareholder-elected Board members. None of the shareholder elected Board members are employed by the Company.
None of the employee-elected Board members are executives. The employee-elected Board members receive salary, pension, and other remuneration such as bonuses, share-based remuneration, car allowance, etc. in accordance with the Company's general terms for employment.
In the case of business travel on behalf of the Board, the employee-elected Board members are entitled to travel compensation. For travels of at least 12 hours duration or for travel days with accommodation, the employee receives compensation corresponding to ordinary hourly pay for 2 hours for weekdays and 7.5 hours for travels on weekends. The hourly rate is limited to USD 50 (NOK 530).
The Chair and other members of the Board have no agreements for compensation in the event of termination or changes in their positions as Board members.
The remuneration of the Board members in 2023 has been according to the 2023 Guidelines on salary and other remuneration for executive personnel, ref. to page 67 in Yara Integrated Report 2023, available on Yara.com.
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Yara Remuneration Report 2023
CONTENTS
- COMPANY PERFORMANCE AND EXECUTIVE REMUNERATION
- BOARD OF DIRECTORS
- GROUP EXECUTIVE BOARD
- BOARD OF DIRECTORS' STATEMENT
- INDEPENDENT AUDITOR'S STATEMENT
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2.2 Board Remuneration Overview
USD thousands | Annual fees 2023 | |||||
Board | ||||||
Board | member | Audit | HR | Total fees | ||
Board Member | Position | member since | fee | Committee | Committee | 2023 |
Trond Berger | Board Member | Since May 2018 | 71 | 9 | 11 | 91 |
Chair of the Board | Since May 2020 | |||||
Chair of the Audit and Sustainability | From May 2018 until May 2020 | |||||
and from Nov. 2022 until June 2023 | ||||||
Chair of the HR Committee | Since May 2020 | |||||
Kimberly Mathisen | Board Member | From May 2019 until May 2022 | - | - | - | - |
Vice Chair of the Board | From May 2020 until May 2022 | |||||
Håkon Reistad Fure | Board member | From May 2019 until Sept. 2022 | - | - | - | - |
Chair/member of the Audit and Sustainability Committee | From May 2020 until Sept. 2022 | |||||
Adele Bugge Norman Pran | Board member | From May 2019 until May 2022 | - | - | - | - |
Chair/member of the Audit and Sustainability Committee | From May 2019 until May 2022 | |||||
John Thuestad 1) | Board member | From May 2014 | 58 | - | - | 58 |
Member of the Audit and Sustainability Committee | From May 2014 until May 2018 | |||||
Birgitte Ringstad Vartdal | Board member | From May 2020 until July 2022 | - | - | - | - |
Member of the HR Committee | From May 2020 until July 2022 | |||||
Chair of the Audit and Sustainability Committee | From May 2022 until July 2022 | |||||
Tove Feld 1) | Board member | Since May 2022 | 58 | - | 8 | 67 |
Member of the HR Committee | Since May 2022 | |||||
Jannicke Hilland | Vice Chair of the Board | Since May 2022 | 41 | 12 | - | 53 |
Member of the Audit and Sustainability Committee | Since May 2022 | |||||
Therese Log Bergjord | Board member | Since June 2023 | 20 | 20 | ||
Tina Elizabeth Lawton 1) | Board member | Since June 2023 | 33 | 33 | ||
Harald Thorstein 1) | Board member | Since June 2023 | 33 | 11 | 44 | |
Chair of the Audit and Sustainability Committee | Since June 2023 | |||||
Rune Bratteberg | Board Member (Employee elected) | Since May 2012 | 36 | 12 | - | 49 |
Member of the Audit and Sustainability Committee | Since May 2012 | |||||
Ragnhild Flesland Høimyr | Board Member (Employee elected) | Since May 2020 | 36 | - | - | 36 |
Øystein Kostøl | Board Member (Employee elected) | From May 2020 until May 2022 | - | - | - | - |
Eva Safrine Aspvik | Board Member (Employee elected) | Since May 2022 | 36 | - | - | 36 |
Geir O. Sundbø | Board Member (Employee elected) | Since May 2010 | 36 | - | 8 | 45 |
Member of the HR Committee | From Sept. 2012 to Sept. 2013 | |||||
Since March 2016 |
For 2023 exchange of fees in NOK to USD: 0.09484
For the previous years, average exchange rates applying to each of the years have been used
- Board members with residence outside Norway
Total fees previous years
2022 | 2021 | 2020 | 2019 |
87 90 73 61
15 | 47 | 40 | 25 | ||
46 | 54 | 44 | 41 | ||
21 | 63 | 53 | 32 | ||
55 | 53 | 56 | 53 | ||
25 | 50 | 29 | |||
44 | |||||
37 | |||||
51 | 54 | 48 | 49 |
39 | 42 | 24 | |
14 | 42 | 24 | |
25 | |||
47 | 50 | 44 | 42 |
No fees have been paid to employee elected deputy board members over the last five years.
Yara Remuneration Report 2023
CONTENTS
- COMPANY PERFORMANCE AND EXECUTIVE REMUNERATION
- BOARD OF DIRECTORS
- GROUP EXECUTIVE BOARD
- BOARD OF DIRECTORS' STATEMENT
- INDEPENDENT AUDITOR'S STATEMENT
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2.3 Board Share Holdings 2023
Number of shares owned 2023 | |||||
Board Member | Position | As of January 1 | Additions | Sold | As of December 31 |
Trond Berger | Chair of the Board | 3,000 | - | - | 3,000 |
Chair of the Audit and Sustainability Committee | |||||
Chair of the HR Committee | |||||
John Thuestad | Board member | 1,200 | - | - | 1,200 |
Tove Feld | Board member | - | 500 | - | 500 |
Jannicke Hilland | Board member | - | - | - | - |
Therese Log Bergjord | Board member | - | - | - | - |
Board Remuneration | |||||
Tina Elizabeth Lawton | Board member | - | - | - | - |
Board Remuneration | |||||
Harald Thorstein | Board member | - | - | - | - |
Chair of the Audit and Sustainability Committee | |||||
Rune Bratteberg | Board Member (Employee elected) | 496 | 82 | - | 578 |
Member of the Audit and Sustainability Committee | |||||
Ragnhild Flesland Høimyr | Board Member (Employee elected) | 404 | 82 | - | 486 |
Eva Safrine Aspvik | Board Member (Employee elected) | 984 | 82 | - | 1,066 |
Geir O. Sundbø | Board Member (Employee elected) | 468 | 82 | - | 550 |
Member of the HR Committee | |||||
Employee elected Deputy | Number of shares owned 2023 | ||||
Board Member | Position | As of January 1 | Additions | Sold | As of December 31 |
Roger Hansen | 41 | - | - | 41 | |
Vidar Viskjer | 496 | 82 | - | 578 | |
Kari Nøstberg | 553 | 41 | - | 594 | |
Maiken Sandland | 85 | - | - | 85 | |
Per Harald Eriksen | 64 | 82 | - | 146 | |
Sandra Kristine Aakre | 64 | 82 | 52 | 94 | |
Inge Stabæk | 653 | 82 | - | 735 | |
Veronique Revoy | 1,103 | 82 | - | 1,185 | |
Value as of December 31 2023 (TUSD)
106
43
18
21
17
38
20
Value as of December 31 2023 (TUSD)
1
21
21
3
5
3
26
42
Exchange of shares value in NOK to USD: 0.09822
Yara Remuneration Report 2023
CONTENTS
- COMPANY PERFORMANCE AND EXECUTIVE REMUNERATION
- BOARD OF DIRECTORS
- GROUP EXECUTIVE BOARD
- BOARD OF DIRECTORS' STATEMENT
- INDEPENDENT AUDITOR'S STATEMENT
3. Group Executive Board
3.1 General Principles for remuneration of the Group Executive Board
Yara's remuneration policy for the Group Executive Board aims to Incentivize management in line with maximizing long-term sustainable value creation to Yara's shareholders and other stakeholders, to offer competitive terms to secure the Company's competitiveness in the labor market and to exercise moderation through responsible and not market leading remuneration.
The remuneration of the Group Executive Board in 2023 has been in accordance with the 2023 Guidelines on salary and other remuneration for executive personnel, ref. to page 67 in Yara Integrated Report 2023, available on Yara.com.
No Share Based Remuneration or Short-Term Incentive awards from previous years have been clawed back from members of the Group Executive Board in 2023.
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Yara Remuneration Report 2023
CONTENTS
- COMPANY PERFORMANCE AND EXECUTIVE REMUNERATION
- BOARD OF DIRECTORS
- GROUP EXECUTIVE BOARD
- BOARD OF DIRECTORS' STATEMENT
- INDEPENDENT AUDITOR'S STATEMENT
3.2 Group Executive Board Remuneration Overview 2023
CEO Remuneration 2023
Annual Base Salary
The Annual Base Salary for the CEO is USD 703,532 (NOK 7,418,456). An annual adjustment of 5.85 percent of his base salary was made as of 1 June 2023. The CEO abstained from annual salary adjustments for the years 2019 to 2021. From the time the CEO was employed by Yara in 2015 through 2023, the average annual increase in his base salary has been 2.7 percent.
Short-Term Incentive Plan
The CEO was eligible for Short-Term Incentive payout according to the plan where the outcome for 2023 is described below. The target payout is 40 percent with a capped payout of 50 percent of Annual Base Salary including vacation pay on the Short-Term Incentive Payout.
Share Based Remuneration
The CEO is entitled to and was rewarded Share Based Remuneration of 30 percent of Annual Base Salary according to the plan described in the 2023 Guidelines on salary and other remuneration for executive personnel, ref. to page 67 in Yara Integrated Report 2023, available on Yara.com.
Pension Plans and Personal Insurance Plans
Svein Tore Holsether is member of the following pension plans that was available for executive management until 3 December 2015: A funded Defined Contribution (DC) plan providing contribution equal to 7 percent of part of pensionable salary up to 7.1 times Norwegian Social Security Base Amount (G) plus 18 percent of salary between 7.1G and 12G; An unfunded DC plan for salaries above 12G with contribution equal to 25 percent of pensionable salary exceeding 12G. The pension benefit reported for the unfunded DC plan for salaries above 12G includes company contributions and return on the savings balance during the year.
Provided that he is employed by Yara at age 65 he is entitled to an Age Limit Compensation. This provides a benefit equal to 65 percent of his Annual Base Salary at that time until age 67. In case he would be entitled to Severance Pay or if it is mutually agreed between him and the Yara Board of Directors to continue the employment beyond age 65 he will not be entitled to the Age Limit Compensation.
The CEO is covered by the personal insurance schemes Health Insurance, Life Insurance, Disability Pension, lump-sum payment in the event of disability, and a scheme covering occupational diseases and occupational and non-occupational acci- dents. In addition, he is provided with a Travel Insurance covering him and his family.
Other compensation elements | |
The CEO is granted benefits in kind according to the applicable | market standard, the |
main element being a fixed car allowance of USD 17.700(NOK | 186,000) annually. |
Remuneration of other members of the Group Executive Board in 2023 Annual Base Salary
The Annual Base Salary for the members of Group Executive Board are shown in the table below. An annual adjustment of 5.85 percent was applied to the Base Salary as of 1 June 2023 for the members of the Group Executive Board at that time, except for Lars Røsæg who resigned from his position at Yara and was therefore excluded from the 2023 salary review.
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Yara Remuneration Report 2023
CONTENTS
- COMPANY PERFORMANCE AND EXECUTIVE REMUNERATION
- BOARD OF DIRECTORS
- GROUP EXECUTIVE BOARD
- BOARD OF DIRECTORS' STATEMENT
- INDEPENDENT AUDITOR'S STATEMENT
The average annual salary adjustment for employee in Yara's Norwegian companies as of June 1, 2023, was 5.85 percent. The average salary increases for Yara Group Executive Board excluding Lars Røsæg was 5.85 percent. The average salary increases for Yara Group Executive Board excluding Lars Røsæg in terms of thousand USD was 21.3 (213.2 thousand NOK). The average salary increase for the other employees in Yara's Norwegian companies was 4.5 thousand USD.
In the assessment of the annual salary adjustment for the Group Executive Board the average nominal salary growth in terms of USD for other Yara employees in Norway has been considered. Salaries are however not adjusted on this basis for any group of Norwegian employees. Based on retention risk, benchmarks, and general practice in Yara, the Board concluded on a percentage salary increase instead of nominal increase.
Local Market Allowance
The positions as regional EVPs are placed in markets where Yara's compensation levels are significantly below the market standard. To reduce the retention risk for these positions, a Local Market Allowance was added as a new element in the respective compensation packages from January 2023. The annual Local Market Allowance for the three regional EVP positions (EVP Europe, EVP Americas, and EVP Africa & Asia) was 50 TEUR (approximately 54 TUSD) respectively.
Short-Term Incentive Plan
The target payout for the members of the Group Executive Board is 40 percent of their Base Salary. The payout is capped at 50 percent of Annual Base Salary including vacation pay where applicable.
Share Based Remuneration
Members of the Group Executive Board were entitled to and rewarded Share Based Remuneration representing 30 percent of Annual Base Salary.
Pension Plans and Personal Insurance Plans
Chrystel Monthean is a member of the Yara IEC AG Pension Plan for Global Assignees. This is a DC pension plan with employer contributions equal to 20 percent of Base Salary.
Mónica Andrés Enríquez and Jorge Noval are both members of Yara Iberian S.A.U. company paid pension plan. This is a DC pension plan with employer contributions above Spanish Social Security ceiling.
Johan Labby is a member of the company paid DC pension plan applicable to the employees of Yara Tertre S.A. Belgium.
Other members of the Yara Group Executive Board are included in Yara's plans for employees in Norway. Since 2006 Yara in Norway has transitioned from Defined Benefit Pension Plans to DC pension plan and simplified the pension plans. This work was completed in 2015 and new hires are now enrolled in one DC pension plan covering salary up to 12 times Norwegian Social Security Base Amount (G).
The members of the Yara Group Executive Board employed in Norway are covered by the personal insurance schemes applicable to Yara employees in Norway. Three members on international assignments (Chrystel Monthean, Fernanda Lopes Larsen and Johan Labby) are covered by insurance schemes according to Yara's Global Mobility Policy. Mónica Andrés and Jorge Noval are covered by the personal insurance schemes applicable to Yara employees in Spain.
Other compensation elements for CEO and other Group Executive Board Members
The CEO and the other members of the Group Executive Board are granted benefits in kind according to the applicable local market standard. These are typically cell phone, internet connection and company car, alternatively fixed car allowance. The two members on international assignments are granted allowances and benefits in accordance with Yara's Global Mobility Policy.
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Yara International ASA published this content on 20 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 March 2024 07:16:13 UTC.
