Valoe Corporation’s Remuneration Policy Has Been Disclosed - Seite 2

2 DECISION-MAKING PROCESS

Valoe Group’s remuneration principles are addressed at the Board of Directors. The company has not set up a remuneration committee. It has not been deemed necessary given the size of the company and the nature of its operations. 

The Board of Directors monitors and supervises the implementation of the remuneration policy, the competitiveness of remuneration, and how the remuneration policy promotes the company's and the Group's long-term objectives. Further, if necessary, the Board proposes changes to the company's remuneration policy to the General Meeting.

When changing the remuneration policy, the Board explains significant changes. In addition, the Board of Directors describes how the general meeting’s resolution on the previous remuneration policy and the statements made in a general meeting regarding remuneration reports disclosed after the approval of the previous remuneration policy has been taken into account.

The company’s Board of Directors approves and introduces the company’s remuneration policy to the general meeting. 

The remuneration policy shall be presented to the general meeting at least once every four years. Additionally, all significant changes in the remuneration policy have to be presented to the general meeting. The general meeting shall decide if it adopts the motion. The general meeting’s resolution is advisory. 

Suppose the majority of the general meeting has not supported the proposed remuneration policy. In that case, the revised remuneration policy and a description of how the new remuneration policy has taken into account the general meeting’s resolution on the previous remuneration policy must be submitted to the general meeting no later than in the following annual general meeting.

The Board of Directors shall prepare the remuneration proposal. The company’s general meeting decides the remuneration of the Board of Directors.

The Board of Directors decides on the remuneration of the managing director and possible deputy managing director’s as well as on the key terms and conditions of their service. The decisions must be made within the limits of the existing remuneration policy presented to the general meeting.  

The managing director is assisted in the management of operations by the management team. The Board of Directors appoints the managing director and the other members of the management team. The Board of Directors decides on the company's remuneration and incentive system.