Annual Report 2003

Note 4: Remuneration and contractual arrangements

The total salary paid to Group President and CEO Finn Jebsen in 2003 amounted to NOK 3,536,280. The pension expense for the year totalled NOK 562,833. Other reportable benefits amounted to NOK 134,541.

As part of its offer of employment in 2001, Orkla’s Board of Directors decided to give Mr Jebsen a bonus programme that is linked to the performance of the Orkla share. Under this programme, for four years as from 2001 Mr Jebsen has been awarded the right to the increase in value of 75,000 Orkla shares in excess of 110 % of the market price on the day after the results for the year are published. For the 2001 award, this means that the bonus programme kicks in when the share price exceeds NOK 195.80 and for the 2002 award when the share price exceeds NOK 165.00. Pursuant to a Board decision, these awards have been converted into physical options, see note 3 to the Group Accounts. The award price in 2003 was NOK 105.50 per share. Mr Jebsen may exercise his right to the bonus at the earliest three years and at the latest six years after each award is made. Mr Jebsen also has a bonus programme linked to the increase in value of 100,000 Orkla shares from a previous post. This programme is based on the market value of the Orkla share on the date of award in 1995. As of 31 December 2003, the exercise price was NOK 51.42, which is adjusted continuously in accordance with the consumer price index. These awards have not been converted to physical options because they were in the money.

Mr Jebsen’s retirement age has been set at 62 and his pension at 66 % of his salary. Both the company and the Group President and CEO have a period of notice of six months. If the employment contract is terminated by Orkla, or if Mr Jebsen, by mutual agreement, terminates the employment contract in the best interests of the company, Mr Jebsen will retain his salary for 1 1/2 years after the period of notice. 75 % of any income he may receive from another permanent post will be deducted from his post-employment salary. The company and Mr Jebsen each have the right to give notice from the date he reaches the age of 60.

The other members of the Group Executive Board, Executive Vice President Roar Engeland, Executive Vice President Dag J. Opedal and Executive Vice President Halvor Stenstadvold, also participate in bonus programmes linked to the performance of the Orkla share. In principle, these programmes are equivalent to that of the Group President and CEO, and comprise the following awards, with dates of award and exercise prices, subject to a term of exercise of 3–7 years after the awards are made:

The company and Mr Engeland, Mr Opedal and Mr Stenstadvold each have a period of notice of six months. If the company, or the employee, by mutual agreement and in the best interests of the company, terminates the employment contract, the employee will receive a salary and contractual benefits for 12 months after the period of notice. 75 % of any income from another permanent post will be deducted from post-employment pay.

Shares and loans to executives (and persons closely related thereto)

Remuneration of The Board of Directors, Corporate Assembly and auditor

Remuneration to the Board of Directors amounted to NOK 2,077,994 in fees and NOK 19,829 in other compensation. Remuneration for the Corporate Assembly totalled NOK 315,000 in fees and NOK 23,830 in other compensation.

The auditor’s fee amounted to NOK 981,750. Fees for other assistance (mainly tax-related) from the auditor totalled NOK 1,052,157.

Remuneration rates 2003