Factores determinantes de satisfacción laboral

7.1 The Supervisory Board

The Bank is a savings bank and therefore does not have a general meeting. Accordingly, this document deviates somewhat from the Norwegian Code of Practice for Corporate Governance on this point, due to formal reasons. These deviations are not considered to entail any difference in reality in relation to the code of practice.

The Supervisory Board is the Bank’s most senior management body, which has the following main responsibilities:

• supervising the Main Board of Directors’ management of the company

• adopting the Annual Report and Accounts

• electing members to the Bank’s Board of Directors, Control Committee and Election Committee

• appointing the Bank’s responsible auditor and determining the auditor’s remuneration

• distributing the amount which according to the Savings Banks’ Act, paragraph 32, may be given to charitable and

The Supervisory Board consists of 40 members and 26 deputy members, whose composition is as follows:

• 16 members and 8 deputy members elected from the Bank’s equity certificate holders

• Troms, Finnmark and Nordland – 4 members and 4 deputy members elected by the county councils in question

• 12 members and 6 deputy members from the Bank’s depositors • 8 members and 8 deputy members from the Bank’s employees The Supervisory Board shall normally meet twice each year.

7.2 Election Committees

Election committee for the Supervisory Board

The Election Committee shall consist of 4 members and 4 deputy members, with representatives from all the four groups represented on the Supervisory Board. The Election Committee shall make the necessary preparations for the election of the following members:

• Chairman and Deputy Chairman of the Supervisory Board • Members and deputy members of the Main and

Regional Boards of Directors, excluding the employees’ representatives

• Chairman of the Control Committee, members and deputy members

• Members and deputy members of the Election Committee • Equity certificate holders’ and depositors’ election of

members and deputy members to the Supervisory Board In the case of the member and deputy member to be elected from the Bank’s employees, only the staff’s representative on the Election Committee is allowed to make a recommendation.

Election Committee for the depositors’ election

The Election Committee consists of 3 members and 3 deputy members, the committee’s task being to make the necessary preparations for the depositors’ election of members and deputy members of the Supervisory Board, as well as members and deputy members of the Election Committee for depositors.

Election Committee for the equity certificate holders’ election

The Election Committee consists of 3 members and 3 deputy members, the committee’s task being to make the necessary preparations for the equity certificate holders’ election of members and deputy members of the Supervisory Board, as well as members and deputy members of the Election Committee for equity certificate holders.

As part of their work, the Election Committees shall make sure that members of the Supervisory Board, Control Committee,

Supervisory Board

Control

Committee ExternalAuditor

Audit Committee Internal Auditor Risk Management Compliance Main Board of Directors CEO CFO

7.3 The Main Board of Directors

The Main Board of Directors leads the Bank’s operations in accordance with applicable laws, by-laws and any detailed rules and regulations introduced by the Supervisory Board. The Main Board of Directors is responsible for the Bank’s available resources being managed in a secure and appropriate manner. In addition, the Main Board of Directors has an obligation to ensure that all accounting and the management of assets and liabilities are subject to a reassuring level of control.

Furthermore, the Main Board of Directors has the following main responsibilities:

• To appoint the Chief Executive Officer

• To provide instructions for the day-to-day management of the Bank

• To determine the Bank’s strategy, budget, market-related and organisational targets

• To approve the establishment and closure of any branches in municipalities where the Bank does not have its head office or regional offices

• To appoint and dismiss the head of the Bank’s internal auditing department.

The Main Board of Directors normally has 11 meetings each year.

The composition of the Main Board of Directors

The Main Board of Directors consists of 8 members elected by the Supervisory Board. The Main Board of Directors also has 4 deputy members. All elected members are elected for 2 years at the time and the deputy members for 1 year at the time. Members and deputy members may be re-elected. In order to ensure continuity, half of the Main Board of Directors’ members are elected every other year.

Qualification/disqualification

The Main Board of Directors’ members are defined as primary insiders and must adhere to the Bank’s rules and regulations regarding the acquisition of equity capital certificates in the Bank and in the SpareBank 1 Alliance banks. This also applies to the purchase of shares in companies which have a customer relationship with the Bank.

In the case of discussion of commitments involving companies in which members of the Main Board of Directors have an interest or hold a position, the member in question must declare himself/herself disqualified and leave the meeting. Furthermore, members of the Main Board of Directors and senior personnel must inform the Main Board of Directors if, directly or indirectly, they have a significant interest in an agreement entered into by the Bank.

Evaluation of the Main Board of Directors

Each year, the Main Board of Directors conducts a self- valuation of its work with regard to competence, working methods, the way in which it deals with the matters presented to it, meeting structure and the way in which various tasks are prioritised.

Board committees

The Main Board of Directors established a compensation committee which shall assess/fix the CEO’s salary, bonus arrangements and fringe benefits. The committee consists of the Chairman of the Main Board of Directors and two members of the Board.

The Main Board of Directors also established an audit committee. The audit committee is a preparatory body for the Main Board of Directors in matters concerning the monitoring of financial information and the company’s internal control and risk management. The CEO is responsible for making information and recommendations available to the committee as required and upon request.

The audit committee is comprised of three members from the Board. They must be independent in accordance with the definition in the Norwegian Code of Practice for Corporate Governance.

Reporting

The Main Board of Directors receives periodic reports on the following aspects:

• earnings performance • market development

• management, personnel and organisational development • development of the overall risk situation and the Bank’s risk

exposure

In addition to the above, there will be periodic presentations of the Bank’s Score Card, which contains financial, organisational, market-related and quality-related targets.

Central business and other related areas are looked at at least once a year, when limits and guidelines are evaluated and agreed.

Fees paid to members of the Bank’s Main Board of Directors Fees for the members of the Main Board of Directors are paid as a fixed amount per annum. The amount is fixed by the Bank’s Supervisory Board.

7.4 The CEO

The CEO is responsible for the day-to-day management of the Bank’s operations in accordance with applicable laws, by- laws, powers of attorney and instructions. His responsibility does not comprise matters which in relation to the Bank’s circumstances would be of an unusual nature or of great importance. Such matters are presented to the Main Board of Directors.

The CEO’s overall performance is assessed annually by the Main Board of Directors.