CADELER A/S Remuneration Report 2022
For the year end 31 December 2022
Cadeler A/S. Incorporated in Denmark. Registration Number (CVR no.): 3118 0503 Arne Jacobsens Allé 7, 7. Floor, DK-2300 Copenhagen S, Denmark
Contents
Executive Management ................................................................................................................................. 7
Overview ............................................................................................................................................................. 11
Compliance with the Remuneration Policy ........................................................................................... 12
Remuneration Report
This remuneration report (the "Report") provides an overview of the total remuneration received by each member of the Board of Directors ("Board"), and the Executive Management ("Executive Management") of Cadeler A/S, CVR no. 31180503, (the "Com-pany") during the financial year ending 31 December 2022. The Executive Management means the members of the executive management of the Company registered as such with the Danish Business Authority. Currently the Executive Management consists of Mikkel Gleerup and Peter Brogaard Hansen.
The remuneration of the Board and Executive Management during the past financial year has been provided in accordance with the remuneration policy of the Company adopted by the Extraordinary General Meeting on 26 October 2020 and available on the Com-pany's website, cadeler.com, (the "Remuneration Policy"). The overall objective of the remuneration is to attract, motivate and retain qualified members of the Board and the Executive Management as the Company's future development and success is depen-dent on management performance. The remuneration of the Board and the Executive Management is designed to support the strategic goals of the Company and to promote value creation for the benefit of the shareholders of the Company.
This Report has been prepared in accordance with section 139b of the Danish Compa-nies Act (the "DCA"), section 4.2.3 in Recommendations on Corporate Governance ("Recommendations") issued by the Danish Corporate Governance Committee and the draft European Commission Guidelines on the standardised presentation of the remu-neration report under Directive 2007/36/EC, as amended by Directive (EU) 2017/828 with regards to the encouragement of long-term shareholder engagement (the "Guidelines").
The information included in this Report has been derived from the audited annual report of the Company for the financial year ending 31 December 2022 available on the Com-pany's website, cadeler.com. All amounts are included in EUR, gross.
Introduction
The remuneration of the Board for 2022 is in compliance with the Remuneration Policy, which stipulates that the Board may receive a fixed annual fee with the fee being pro-rated according to the date of the board member's election to the Board, and that the Board does not receive any incentive or share-based remuneration. The remuneration of the Executive Management is in compliance with the Remuneration Policy, and receipt of cash bonus and share based incentives have been based on performance criteria. The remuneration of the Board and the Executive Management is designed to support the Company's development by ensuring that members of the Executive Management are incentivised to achieve both financial and operational goals while supporting the long-term sustainability and development of the Company.
Board of Directors
According to the Company's Remuneration Policy, members of the Board receive a fixed annual base fee approved by the Annual General Meeting. This annual base fee, which shall be in line with market practice of comparable listed companies taking into account the required competencies, effort and scope of work of the members of the Board. The Chairman may receive an additional fixed fee of up to three times the fixed annual base fee for his/her extended duties. Ordinary members of the Audit Committee, Remu-neration Committee and Nomination Committee may receive a supplementary fee of up to 50% of the fixed annual base fee, and the Chairman of the Audit Committee, Remu-neration Committee and Nomination Committee may receive a supplementary fee of up to 100% of the fixed annual base fee.
No member of the Board is entitled to receive any share-based incentive, other variable remuneration or pension contribution.
The following fees were approved at the Extraordinary General Meeting on 26 October 2020 in advance of the Company's admission to trading and official listing on Oslo Stock Exchange:
The fees are to be pro-rated in accordance with the date of the board member's election to the Board.
According to the Remuneration Policy, members of the Board may be entitled to addi-tional fees as set out in the Remuneration Policy, including reasonable expenses in-curred in connection with participation in board meetings, e.g. travel and accommoda-tion expenses. In addition, the Company may cover social duties and other taxes im-posed on board members by foreign authorities in relation to the board fee received.
MemberChairman
Board | Audit Committee | Nomination Committee | Remuneration Committee |
EUR 50,000 (base fee) | EUR 5,000 | EUR 5,000 | EUR 5,000 |
EUR 100,000 (2x base fee) (waived) | EUR 10,000 | EUR 10,000 | EUR 10,000 |
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Disclaimer
Cadeler A/S published this content on 28 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2023 06:07:03 UTC.
