Good morning. I would like to welcome all shareholders and other participants to the ordinary general meeting in Borregaard ASA for 2023. My name is Andreas Jarbø, I'm a lawyer with the law firm Selmer. As you will see from the notice convening the meter, the Board of Directors in Borregaard ASA has appointed me to open today's general meeting. With me on the podium, I have the Chair of the Board, Helge Aasen, the CEO, Per Sørlie. I would also like to inform you that in addition to Helge Aasen and Per Sørlie, we have the auditor of the company, Kjetil Rimstad from Ernst & Young present. I would like to thank all shareholders that have joined the meeting in line with the experience from the past two years.
This is a fully digital general meeting. We have good experience with this solution and consider that it's more shareholder-friendly and makes it more accessible. Today's annual general meeting will also be simultaneously translated into English for those who want an English version. I would like to start by giving you some practical information. You have four buttons at the top of the screen that you can press on. They are Home, Messaging, Voting, and Documents. By clicking Home, you'll find further technical details about the conduct of this meeting. I recommend that you read the text there. The Messaging icon enables you to see mess posted by other shareholders. You may also submit your own questions and comments in writing to the AGM if you so wish. Documents will give you a copy of the notice convening the meeting and other relevant documents.
The Voting button will take you to the items to be dealt with here today. The Voting icon will also appear on your screen when we move from one item to the next. This year, shareholders will also have the possibility, if they participate online, to ask for the floor by clicking on the Request to Speak in the live broadcast. We have now closed the annual general meeting from further login, but if any of you now logged in, for some reason, should lose connection or wish to log in from another device, you may log in again. We now move to the list of shares represented, and I will soon receive the list from DNB. Share of 54,074,749. That is approximately 54% of total shares issued.
7,620,881 shares are represented by proxy. I may also mention that all items on the agenda today will already have had the requested and required majority because of the bound voting instructions to the Chair of the Board, unless someone changed their minds. We now move to the next item, namely the approval of the notice, election of chair, and a person to co-sign the minutes. Pursuant to the Public Limited Liability Companies Act, the PLLC, the general meeting is to elect a moderator to chair the meeting. As you will see, I be elected chair.
According to the act, the minutes of the AGM shall be signed by the chair and at least one other persons elected by the annual general meeting from among those in attendance. The person elected must be available to stay behind for a while after the general meeting. I move that Mimi K. Berdal, Chair, Nomination Committee, be elected to co-sign. If you have any other proposals or candidates, please submit them by using the Request the Floor function. In accordance with the PLLC Act and the company's Articles of Association, the annual general meeting is convened by a written notice to all shareholders with a known address. The notice shall be sent at least 21 days before the AGM is to be held. The notice is dated 28th of March 2023 and was sent to the shareholders on the same day.
The notice has also been announced by a notice, or to the Oslo Stock Exchange and has been available on the company website in Norwegian and English, along with the documents referred to in the notice. The annual general meeting has thus been convened in accordance with the provisions applicable to public limited liability companies and the company's Articles of Association. I therefore assume that no one has any objections to the notice convening the AGM and the agenda. This item is about to be closed now. Shareholders will need to cast their vote or table the motion or change their votes, do so immediately. Those who did not hear the explanation about how to vote will find a description of this in the information page you are logged into. A click on the "I" icon on the screen will take you to the info page.
We'll wait a minute now to give everyone the opportunity to cast their vote. There is a slight lag in the system, but please also note that we have opened the vote for the remaining items on the agenda so that you can also cast your vote for them all if you so wish. We have received the votes. I have been elected Chair. The notice has been approved. Mimi has been elected to co-sign the minutes. We now move to item 2, the approval of the 2022 financial statements for Borregaard ASA, the consolidated Annual Report, and the Board of Directors Annual Report, including the Board's proposal for an ordinary share dividend for 2022 of NOK 3.22 per share, with exception of treasury shares.
Before we formally deal with the annual financial statements, the CEO of the company, Per Sørlie, will report on the company's activities and highlights for 2022. Helge Aasen, Chair of the Board of Directors, will give an account of the Board's considerations behind the proposed dividend. The floor will then be open for shareholders, who can ask questions by using the messaging function. First, I'll give the floor to Per Sørlie.
Thank you. I'll start by providing you with an introduction to our business model and to the strategy for the company before I go on to the annual accounts for 2022. The first presentation here is the business model in its simplicity, where we use biomass, first and foremost, from timber, from the logs as a starting material for our products, and we use all of the components of this raw material. We're producing different products for sales in the markets. These products often compete with oil-based chemicals, so that we offer biochemicals as an alternative to create a better climate footprint for our customers. Here, we see some presentation of the same model.
Here we see that when we use the starting material biomass from timber, we exploit 94% of that raw material, either for producing finished goods or for producing energy that forms part of our own processes. The fact that we produce many different products at the same time makes us have so-called coupling products. These are produced at fixed rates. To prevent us from thus having challenges in the market, we have over time developed a number of different products, and we can see here at the bottom of this picture the different applications that our products are used in. In total at Borregaard, we produce 800 different products from this common raw material, and this gives us a lot of opportunities in the market for moving around when things happen, when there are changes in cycles or there are reduction for increase.
If you look at our end markets, last year, 24% is used for building and construction in different of different kind, and that's typically the most cyclical of our markets. The other markets, agriculture and food, medicines, pharmaceuticals, are more stable markets, and they have also increased in importance over time. Even if we have a production set up, we will make a number of products from one raw material. We have to adapt to the markets that we operate in because the products that we produce are quite different with regard to character and dynamics in the markets where we operate. We have organized our activities into three main business areas. BioSolutions represents everything that is made from the natural link binding polymers in the biomass.
Also we have our wood-based vanillin as well. From the fibers, it's our specialty cellulose or cellulose fibrils, that is cellulose that we find further. Then we have Fine Chemicals, the third area, which is the exploitation of the sugars in the biomass. In addition, we have also intermediates for counter agents based on petrochemical input factors. If you look at the distribution, we have a quite global distribution. About half of it is sold in Europe, one quarter in the Americas, and the same in Asia. We have a market-driven organization in the sense that 10% of our employees work on sales, marketing, and technical customer services. This sales system handles more than 90% of our turnover, so we have a lot of direct customer contact.
We offer our customers not only physical products, but also solutions. We are a specialty chemicals company, and so we follow what we call a specialization strategy, which is characterized by three components. Firstly, we operate in global niches, that is in smaller market segments, and so market segmentation is an important part of our strategy and to build barriers to entry that makes us have strong positions in our markets. That's the first main point of our strategy. The second point is about having a lot of confidence with regard to the use of our products and closeness to the markets where we operate, so that we offer solutions and not only physical products. The third point is what we mentioned earlier, that we have a very diversified market strategy, which makes us have a lot in the market.
We also have global market positions that make us be not only a regional player, but we also have options globally where we want to sell our products. This gives us a lot of options and Choices within our model. As a specialty chemicals company, we work both with innovation and with continuous improvements. Innovation is primarily something we work on to create entry barriers, develop specialized products, and have growth at the top line and to maintain the bottom line margins. At the same time, we have to work on continuous improvement. We do so through organizational development, competence building, and smart use of different kinds of technology. Competence is also our main competitive advantage at Borregaard.
We have sales and markets, research and development, and production are our three core competencies that we develop in a very dedicated way over time so that we strengthen our position in the market. At our capital market day in September last year, we presented our current strategic situations. The strategic figure I showed you is the so-called timeless strategy, which shows our dedication over time. What is given priority at any given moment, of course, varies. We have to assess the current situation at any given time, and what is a core question is whether we should continue along the line that we have had so far by increasing our specialization within the company even further. Our assessment is that there's still a lot to be gained from both going on further specialization, but also value growth.
By value growth, we mean that our kind of products will become a scarce factor over time. The value of will increase with time. Those who have bought this product earlier must expect to have to pay more for the product. As its value increases, additional specialization will give us new, hopefully more valuable products. I also mentioned that we have 800 products for a number of applications at Borregaard. Of course, we have a lot of optimization potential by reducing and focusing on the product portfolio over time. At the same time, we have a fantastic raw material base. We have both good assets, expert knowledge, which makes it possible for us to develop new products.
We believe there is a lot of possibility within BioSolutions for further specialization that is like the glue of the biomass and also specialty cellulose from the cellulose fibrils. Cellulose fibrils, they represent a further refining of the specialty cellulose with high value added. What we also communicated to the market in September of last year was that we see possibilities of increasing our capacity somewhat at our Sarpsborg plant, representing almost 70% of our overall activities. That is the Sarpsborg biorefinery. We see now that we would rather. Low investment, we'll be able to increase the capacity maybe 5%-10% at this plant and in a time perspective, up to 2030, we believe it's realistic that we'll do so.
This will give us a possibility of increasing all products in our portfolio, because we will then have a larger capacity, and we increase all of the works this time in our production. What is a game changer in this market, which makes us being optimistic with regard to further specialization, is the increasing momentum we see within bio-based products. Both customers and investors, our owners, have been focused on greener solutions for a long time now, but also politicians, especially European Union, adopt a lot of legislation that pressures our customers into more green solutions. At the same time, many of our customers have established ambitious climate goals towards 2030 and 2050, in line with the Paris Agreement to the 1.5 degree goal. This will increase the demand for solutions that can contribute towards lower CO2 footprints.
At the same time, we plan to do a number of investments so that we can fulfill our own environmental goals. We believe they will increase our competitive edge in the market when our solutions. Why is specialization important? BioSolutions, as I mentioned, represent almost 60% of our business, and this slide shows how specialization has developed and changed this business area over time. We have 3 market categories within BioSolutions. We have industry, we have industrial products, and we have specialties. The specialties are those products that have a higher value and a higher level of refinery event, and we see the period from 2012 to 2022. During this period, the blue line here represents specialty that the volume increase has been okay.
If you look at sales revenues from those same volumes, they have tripled during this 10-year period. In 2022, specialties amounted to 25% of the volume, but almost 60% of the revenue. This shows the gearing you get when you increase specialization. We have a lot more raw material available also in the market for us to be able to increase this degree of specialization. At the same time, there's reason to state that the other categories also have increased substantially in terms of value. We have used the sales to construction by 60% over this 10-year period, but the revenues are unchanged over time within that segment. Industrial products has a bit less volume than 10 years ago, but the revenue has doubled over that same time period. We refer to this as value growth.
As products become more scarce, the value of that product will increase. This underlies why specialization pays off and why it's an important road ahead also in the coming future. Because Borregaard operates in global niche markets where we have a number one or number two position, there are limited possibilities of acquisitions or growth through acquisitions and mergers and further in our markets. As a consequence, we have made an assessment whereby we say that we want to look for new growth areas for Borregaard outside of our existing fields of operations. At the same time, we are highly focused on the fact that when we want to enter a new field, it should be a field where Borregaard can offer more than only capital. Competence-wise, those areas should be close to our core competencies and also close to our markets, preferably.
We have established a number of criteria for what kind of investments we are looking for. At the same time, Borregaard has good profits, so we have a certain degree of patience when we want to develop businesses from an early stage onwards. Now, since we developed these criteria, we have made one such investment. It's in the company Alginor, which is a marine biotechnology company, which has a very similar business model to that of Borregaard. The difference is that their starting material are kelp, big kelp, biomass from kelp instead of our biomass from timber. At the same time, they have a very sustainable business model as regards harvesting and processing of this kelp. Borregaard has made investments during several stages, and as late as last week, we announced that we have now acquired about 35% ownership of Alginor.
We work closely with that company for them to succeed in developing products for pharmaceutical and nutraceutical applications for these markets. Now, sustainability has become ever more important to Borregaard. Here we have a simple presentation of our value chain. Our raw materials, our starting materials that come from the forest, it's important that they be from forests that are operated sustainably and that they should not be GMOs, so that we can have a safe and secure starting material. It's very important to us to have good certification systems and that Borregaard can feel reassured that the raw materials we receive come from sustainable forests. Last year, we had almost 100% of our raw materials from forests that are either certified under the PEFC or the arrangement or the FSC standard.
If we then move on to our own processes, it's very that it is here that Borregaard should put a major effort with regard to reducing our emissions over time. We have actually for almost 15 years, used life cycle analysis to document how our climate footprint is for our production process from when we cut down the trees in the forest until the finished products leave our plants. Over time, we've had a substantial reduction of CO2 emissions at our plant, and we also have future targets that I will return to shortly. If we look at what products we sell to the market, we have a broad approach to the question of sustainability.
We want to focus on what climate advantages we can offer our customers through our solutions. It's also the case that there are strong trends with regard to bio-based products. That is products that come from natural raw materials. Forest raw materials are important. Also with regard to the health and safety aspects, that is also important, especially the ones that we offer to agriculture. They have substantial advantages in terms of exposure to toxic chemicals, et cetera. We can offer much greener, environmentally friendly and safer products to the market. Borregaard has established ambitious targets for emission reductions. We have already reduced our emissions substantially by almost 50% from 2009 and until today. We have recently reviewed our targets. We want to have an additional 42% reduction of CO2 by 2030.
The base here is 2020. We have a net zero target for 2050, which means that we, by as a minimum, should reduce by 90%-100% our emissions from 2020 to 2050, and the rest will be bought by quotas. This is in line with the 1.5 degree goal in the Paris Agreement. We have a third-part agreement because Science Based Targets initiative, they have looked at our plans and they have said that these are realistic plans that may lead to us obtaining our climate reduction emission goals before 2030 and 2050, respectively. At the same time, Borregaard is also assessed by several external rating agencies. In the stock market, we look at our rating with CDP in particular. They rated 15,000 companies last year.
They represent more than two-thirds of the world's stock-listed companies in terms of value. Borregaard was among the top 20 out of the 15,000 companies that were assessed by CDP. We have the top score A in Climate Change. Within Forest, we have an A-, the second best score within water security. There were less than 20 companies that obtained similar ratings by CDP. We are also assessed by EcoVadis. EcoVadis is more important for the value chain. They assess our suppliers and our customers often assess Borregaard through EcoVadis, and we assess our suppliers. 90,000 companies are assessed by EcoVadis, and Borregaard is among the top 1% of 90,000 companies that are assessed. It's very beneficial in the marketing of our products that we can show that we have a platinum rating by EcoVadis.
I said that specialization is important. I also said that agriculture has become an ever more important part of our portfolio. This shows a cross-section of our products delivered to agriculture. The further we get to the left here on this slide, the more advanced and valuable are our products. What we can see here, well, these are external assessments of the growth potential for these markets. At the same time, you should be aware that when Borregaard provides its offers to these markets, we often can provide a greener solution so that we can have a higher growth rate than the general growth rate in that market by conversion from solvents, oil-based solvents, to Borregaard's water-based solutions.
Borregaard's important to offer to agriculture is that we can offer water-based solutions that are much less toxic to the agriculture, those who work within agriculture when they use our products. Another important market to Borregaard has to do with batteries, energy. We know we have polymers in all lead batteries. Lead batteries are found in all kinds of vehicles. Also, electric vehicles need a lead battery to store the technology. Where we see great possibilities for growth is down to the right. Where we have energy storage system, that will have a lot of growth potential approaching 2030, and traditional lead batteries have a large potential in this area. After the third quarter of last year, we announced that we will increase our capacity substantially of the products that we sell into the batteries market.
As for speciality cellulose, and the BioMaterials, there was a second area where I said that there was a good potential for further specialization. Borregaard's strongest position is what we call cellulose ethers. That's produced from speciality cellulose. Borregaard has special technical opportunities and also product portfolio that lends itself to this market, and we can only do it by soft wood types. We use Norway spruce as the basis for our products, and that's a soft wood that is particularly well suited to produce speciality cellulose for ether products. There is a considerable growth potentially, and that is the segment that grows the most, and that is also where we look to find further growth for our continued specialization in speciality cellulose. What's important is that a lot of these products are sold to food sector and also farmer.
They are less cyclical and are more stable over time. That enables us to stable market for our speciality cellulose products. I also mentioned that we produce cellulose fibers from the starting material from our own speciality cellulose, and they are then processed to fibers. For a number of years, we have worked to grow this market, and we have now almost 3,000 active prospects, and we have more than 100 regular customers for our cellulose fiber. We still have a way to go until we have fully utilized the potential of this market. This is a substantial specialization in this market, and the value added is 30 times from speciality cellulose to a fiber product.
Many people have asked us how Borregaard deals with the downturn in the market because there's concern in the markets that we are now in the phase of a potential recession. Our response is that our business model is well prepared for cyclicality in the market. With 800 products and a global presence, we normally have more options than many other companies when faced with difficult economic times. 15 years ago, when we had the financial crisis, Borregaard has made two changes in its portfolio. In BioSolutions, we have reduced our exposure to the construction market, the concrete market by more than 60%. It's the market segment that is most cyclical, we have been able to lower our exposure there, and we have also fully specialized our cellulose business in BioMaterials.
Earlier, we sold 15, maybe up to 20% to textile cellulose, and that is the most cyclical market. Today, we have no sales there. Our assessment is that we are less vulnerable to cyclicality than we were in the past financial crisis 15 years ago. Naturally, if we face a potential recession, all businesses will be impacted by it to a certain degree. We will need to assess this step by step as we move forward. Next, I would like to address financial statements. First, I would like to remind you of our financial objectives. We have a return on capital employed that we should have more than 15% pretax over a business cycle on our book capital. When we make new CapEx investments, then we should also have an internal interest rate of more than 15% pretax.
An average net working capital should be at 20% of operating revenues. That's another objective. As for replacement CapEx, we have an objective that that should be at the depreciation level. We also have a conservative assessment when it comes to our balance sheet. We say that our leverage ratio should be targeted between 1.0 and 2.25 over time. If we look at the highlights and the financial performance for 2022, this was a rather special year, as you can see this from the slide. This shows a five-year perspective, revenues increased considerably by 19% in 2022. Of course, that was also the result of considerable cost increases as a result of Russia's aggression in Ukraine and the consequences it's had for the cost base, especially in Europe.
We succeeded in actually shifting those costs to the market so that we maintain our EBITDA, that is, earnings before depreciation and amortization. It actually increased through the period. We also saw an increase that also increased to 243. What has been positive to see in recent years is, we have increased return on capital employed to exceed 15%. In the period after 2015, there's been a slight decline. That is not because our earnings dropped, but because we also made considerable investments in new ventures. These new ventures are now beginning to pay a return. In 2021 and 2022, we were back on track at our targeted level of more than 15%.
Return on capital employed of 18% was a good level that we delivered in 2022. We can also take a look at the cash flow and the debt levels. We see that cash flow in 2022 totaled NOK 735 million, and that was well below the operating profit, the EBITDA. That was because the cost increases and price increases of our product also gave us an increase in our working capital, as we can see in the left figure. We also see that the average net working capital is at 20.3%. We regard this as a much-needed build up for in our investments, and there is no reason for any big concern for these levels.
They are still in, within target, but that can also help explain why not the entire earnings then ended up as a profit. We also see the dark blue, the bars in investments are investments in existing plants and replacement facilities. We are at the target here, and we have also reinvested our depreciation. This also means that at the end of 2022, we had a leverage ratio of 1.12, which is well within, and actually in, at the lower end of our targeted level of 1% to 2.25%. There is a sound balance in this area at the end of 2022. All right, this ends my summary and report on 2022.
Thank you, CEO Per Sørlie. Before I open the floor for questions and the comments submitted electronically, and so far no one has asked for the floor, I would like to give the floor to Helge Aasen, Chair of the Board of Directors, who will present the Board's proposal for a shared dividend for 2022.
Thank you. Borregaard's dividend policy is to pay stable and hopefully increasing dividends over time. The results for 2022 gave a return on capital employed of 18.1%, which is higher than the targeted long-term average of at least 15%. This indicates dividend somewhere below the middle of the dividend range of 30%-50%. The Board has proposed to pay an ordinary dividend of 3.25 NOK per share, an increase of 0.50 NOK per share from last year. This corresponds to 36% of net earnings. Treasury shares will not be subject to dividend.
Thank you, Helge Aasen. Still, no one has requested the floor, no one has submitted questions. Therefore, we will move on. If someone has not had time to do so, please hurry on. We have now come to the formal dealing with the financial statements. The company's Annual Report for the financial year 2022, which among others includes the Board's proposal for financial statements, the consolidated Annual Report, and the director's report, as well as the auditor's report, have been made available on the company's website and highlights have been presented. I thus presume that the contents of the Financial Statements and Annual Reports are known to the participating shareholders. As for the auditor's report, I don't consider it necessary to have the report read out, but I would like to ask Kjetil Rimstad, State Authorized Public Accountant, to give us a brief account of his considerations. Thank you.
My name is Kjetil Rimstad. I'm a partner with Ernst & Young and responsible for Borregaard's audit. We have completed the audit for 2022, and our auditor's report has been included in the Annual Report on page 166, and that's a clean report. The auditor's report follows the requirements for listed companies and also reports of general interest. This means that we report on key audit matters, and those matters are hedging our cash flow and also environmental obligations. These are key audit matters. We also comment, and we believe that non-financial information is consistent with the financial information in the Annual Report. We have also given a special report on sustainability that is a clean report. I'll leave it with that. Thank you.
Thank you, Kjetil Rimstad. We will soon close the votes on this item, and therefore if you haven't cast your vote yet and who wants to change your vote, or if you have comments or questions, you need to do so now. While we wait for the voting, I'll read the proposed resolution. The annual general meeting approves the Board of Directors' motion for the annual financial statements and Board of Directors' report for 2022. An ordinary dividend of NOK 3.25 per share will be paid, with the exception of shares held by the group, the treasury shares. I can inform you that the dividend will be paid to all shareholders registered in the company's share registers as at 20th of April, 2023.
This means that the share will be traded exclusive of dividend from tomorrow, that is 19th of April, 2023. Provided that traded shares are subject to ordinary settlement in the VPS Securities Register. That means that shares acquired up until today, the 18th of April, will entitle you to dividend, while shares acquired from tomorrow, 19th of April, will not entitle you to dividend. The expected day of payment is 27th of April. We don't seem to have received any comments, so this item and resolution has been passed with the required majority. I will not read all the numbers because we have already obtained a qualified majority and therefore you will see them from the minutes. Next item is the report on pay and other remuneration to senior management.
The annual general meeting has adopted a policy for remuneration to senior management according to new guidelines. There's a proposal for some adjustments that we will handle under the next item on the agenda. First, we're going to look at the Board. For report on pay and other remuneration to senior management for 2022. It describes the application of the guidelines for establishment of pay and other remuneration for last year. The AGM shall have a advisory vote on it. First, I give the floor to Helge Aasen, Chair of the Board, who will present report on pay and other remuneration to senior management. Please go ahead. Interpreter cannot hear what he's saying. His microphone is muted.
Sorry, let me just start all over again. Last year, the Norwegian authority adopted statutory reporting on pay and other remuneration to senior management, fulfill the requirements, and also the reporting requirements adopted by the AGM. These guidelines are to be found on our website, they're in an annex to the item on the agenda. The Board has a separate compensation committee that discusses and recommends the pay and other remuneration according to the guidelines.
We want to follow up the varying part of the remuneration that is annual bonus and options, and the criteria fulfill the requirements, the long-term requirements that we have, both with regard to the financial ESG and sustainability requirements. The report talks about the dimensioning and the conditions on the Board. We looked at the report, and we have the on the part of the Board, we've confirmed that through the report, the adopted guidelines for payment and other salaries, remunerations were followed throughout 2022. Thank you.
Nobody wants the floor. There are no questions, so we will now close the possibility to vote on this item. Shareholders who have not voted yet or who want to change a vote should do this now immediately. While we wait for the votes, I shall read the proposed decision. The annual general meeting approves the, or adopts the Board's report on pay and other remuneration to senior management. Okay, we're finished. We have adopted this item with the sufficient majority. Item four concerns guidelines for establishing pay and other remuneration to senior management at the ordinary annual general meeting for last year.
This was established by the AGM under 16 A of the Limited Liability Companies Act. These guidelines should be adopted again every 4 years or more often. We propose that these guidelines should be adopted today. They were sent out together with a notice for this meeting. They will apply until they are again modified by the AGM. I will first give the floor to the Chairman of the Board, who will present the adjusted guidelines for pay and other remuneration to senior management. The legislation in Norway requires that the general meeting should adopt the salary policy. The current guidelines were adopted at the AGM in 2021 and may be valid for up to 4 years. The Board has, however, this year, proposed some amendments to the compensation policy that have been presented in a separate document to the AGM.
The most important amendment is that we now introduce performance criteria for the long-term incentives, the LTI, which is an options scheme, which has been a desire from some shareholders. In the new guidelines, up to half of the maximum allotment of options would presuppose that the company should obtain defined minimum results in areas that are important to this company, including profitability, sustainability, and innovation. The limiting circumstances for the LTI and the options scheme are not changed. That is changed. That is the maximum number of options that may be allotted, the maximum benefit, and the requirement that parts of the benefits should be used for the purchase of shares are unamended, and they are continued from previous guidelines.
Again, adjust the compensation package for the senior management from the 1st of January each year. In practice, the new guidelines will thus apply from the 1st of January 2024. Thank you, Helge Aasen. We cannot see that anybody has asked for the floor or submitted any comments to this item, the possibilities for voting on this item will be closed soon. We ask any shareholders who have not voted yet, or who want to change their vote, should do this immediately. While we wait for the vote, I will read the proposal.
The General Meeting approves the Board's proposal for guidelines for the fixing of pay and other remunerations for senior management that are to apply from the 1st of January 2024. We have finished. This item has been adopted with the sufficient majority. The next item is a presentation of the company's governance. Under the Limited Liability Companies Act, there should be a presentation to the general meeting with regard to the principles for corporate governance, and we have find this on pay in documents presented, and I give the floor to Helge Aasen again for a presentation.
Thank you. The report of the Board of Directors for Corporate Governance have been included in Borregaard's Annual Reports for 2022 on pages 18-27. The principles and review of the company's Corporate Governance have been gone through in detail and the reporting requirement that is pursuant to the Companies Act, the Accounting Act, and the Norwegian Code of Practice for Corporate Governance have also been applied, and the organization of the Corporate Governance has not been significantly changed to last year. As we see from the report's sustainability is an integral part of Borregaard's business model. Sustainability is important for risk assessment, investments, profitability, and expectations from the financial and investor market. That means that sustainability now is a natural part of the Audit and Sustainability Committee's area of responsibility. Borregaard has, through their governance systems and routines and through the bodies described, acted in line with the Norwegian Code of Practice for Corporate Governance.
Thank you, Helge. You have now completed your report. This is just an information item. I think we are dealing with it. We haven't received comments. No one has asked for the floor. This is not something that we vote on. We hereby consider that the General Meeting has dealt with it. We now move to item six on the agenda, namely the Boards of Directors' motion regarding authorization to acquire its own shares. The full proposal of the Board has been included in the notice convening the General Meeting.
As you will see from the proposal, treasury shares acquired may be used for 2 purposes, either to fulfill incentive programs for employees or amortization, that is cancellation of shares. Any cancellation have to be decided at a later time. In accordance with the recommendations in the Norwegian Code of Practice for Corporate Governance, the newest rules, the voting instructions open for separate votes to be held for the 2 purposes, but we have traditionally dealt with them in a joint vote.
We can't see that we have received any comments or questions through this item, and we therefore move to the vote. I will not be reading the entire proposed resolutions now while we wait, given that there is 5 lag than at the previous digital general meeting, but this is just a continuation of a previous authorization. The only thing is that it runs until the ordinary general meeting in 2024. No later than the 30th of June then. That is as opposed to the current one that expired today. We'll wait for the result of the vote. All right. This item has now been a resolution have been adopted with the required majority.
Number 7 is the Election of Members and Chair of the Board of Borregaard. According to the statutes, the Nomination Committee shall present candidates for the Board Meeting. The recommendation of the 1st of March 2023 has, together with the notice, been available at the company's website. I will give the floor to the Chair of the Nomination Committee, Mimi K. Berdal, who'll present the Nomination Committee's recommendation.
Thank you, Andreas Jarbø. First, a few words about the work of the Nomination Committee since last time we were gathered. It was elected at the ordinary general meeting in April 2022. It has consisted of myself being the Chair, Erik Must, Rune Selmar, Atle Hauge. Representatives of the employees have, throughout our works, given their points of view with regard to discussion of the candidate for the Chair of the Board.
This is in line with the company's practice and agreements. We have also been in contact with the major shareholders in the work with candidates to the Board and to the Nomination Committee and in the key documents referred to recently to the AGM. We have described in further detail how we have worked and what assessments we have made with regards to our recommendation. At the AGM in 2021, Helge Aasen was elected as new Chair of the Board after having been a member of the Board for three years. John Arne Ulvan was elected as a new Board Member that same year, and he now has two years of experience as a Board Member. The other Board Members have more years on the Board of Borregaard, and the Board as a group amongst a combination of continuity and renewal.
We believe that the Board Members together have substantial and relevant competence that suits Borregaard's activities and the requirements and expectations that the company is subject to. This is also something we have discussed with the management and other relevant stakeholders and shareholders. In our work on nominating candidates to the committee, in addition to the composition of competencies, we have also looked at whether candidates have the capacity and available time for being Board Members. They shouldn't be over-boarded, in other words, which is a topic that is an important topic to shareholders. Both the Chairman of the Board and various of the Board Members have senior positions in other companies, and some also have other board positions.
We know that also in the dialogue with Borregaard's owners that many demanding offices and tasks that would prevent them from doing a good job as a Board Member. This topic has been discussed individually with each Board Member, and the Chair of the Board and committee has also made its own assessments of this aspect. We have also been able to ascertain that the Board Members elected by the shareholders have shown good carbon participation at all meetings since the last AGM.
They've been there when there's a need for them, and all Board Members follow up on the company's activities and markets in a good way, also apart from their board work. On this background, the Nomination Committee will propose reelection of Helge Aasen as Chair and a reelection of the other shareholder elected members, Terje Andersen, Tove Andersen, Margrethe Hauge, and John Arne Ulvan. As normal, we suggest a term for one year for all candidates until the ordinary AGM in 2024.
Thank you to the Chair of the Nomination Committee. We have not received any input. Nobody has asked for the floor. The possibility of voting or presenting new proposals will soon be closed. Please note that we will vote over the entire item 7 now. 7.1, 2, 3, 4, 5, and B. That's the ones that you have to vote on. We will wait for the vote to end. That's okay. The Nomination Committee's recommendation has been adopted with the necessary majority.
We have now arrived at item 8, the choice of members of and Chair of the Nomination Committee. We have the recommendation of the 1st of March 2023. This has been available at the website. Again, I give the floor to the Chair of the Nomination Committee, who will present the recommendation. In the Nomination Committee, there is a need for continuity to secure a good understanding of the company and the needs of the Board and to follow up on the assessments and conversations that take place over time with the company's owners, the Board, and the potential candidates. At the same time, it is logical to have a gradual replacement of members. Last time this happened at last year's AGM when Atle Hauge from ODIN Fund Management, one of our shareholders, was elected as a new member.
The committee has overall broad experience from different positions within trade and commerce and as Members of Boards, nomination committees, and other elected offices, and also backgrounds from the shareholder communities of Borregaard. As head of the committee, I am proposed to be reelected. Nomination Committee members Erik Must, Rune Selmar, and Atle Hauge are also up. That is our recommendation, and we propose a term of one year until the ordinary AGM of 2024. Thank you. Again, thank you to Mimi K. Berdal, head of Nomination Committee. We have not received any input. Nobody on the floor. The voting, presenting new proposals will soon be closed. This time, this will be 81234 and 8B that you should click on to vote on them. We have divided this so that you can vote for each individual candidate.
We are now awaiting the votes, and the proposal is a reelection of the members of the Nomination Committee and the chair of the committee. Item 8 has been adopted with the sufficient majority. We will now go on to items 9 and 10 of the agenda. These are 2 different items of vote. We have to decide on the fees to the Board and to the Nomination Committee. For practical reasons, I propose that the chair of the Nomination Committee shall present both proposals, but they should be voted on separately. Please again, Chair of the Nomination Committee, Mimi K. Berdal.
Thank you. First, I would like to report on our proposal for remuneration to the Board. The proposals are evident from the Nomination Committee's recommendations available on the company's website and was also sent along with the notice convening this. The work has based itself on the following. Namely, first, that the remuneration level shall be competitive without being leading compared with relevant listed companies in Norway. Dependent benchmark studies are used as a basis for the assessment. The second is a desire to link the shareholder elected members more closely to the owners' perspectives and interests through direct ownership in the company. Also, we propose to continue the requirement for Board Members to purchase shares in the company for at least 20% across board fees until the share value reaches the size on the annual fee.
During the work with fees, then the Nomination Committee has thoroughly reviewed comparative studies related to both Borregaard and to companies with which a comparison can be made. Against this background, the committee proposes adjusting remuneration for Board Members and members of committees of approximately 4.3%, which is also in line with wage inflation in the company. As for the introduction of requirements to purchase shares. This has not been made applicable for employee elected Board Members. They can use their own scheme to buy shares at a discount. Adjustment of the fee level was therefore not made applicable for employee elected, and their level of fees have therefore been somewhat lower than the shareholder elected.
The annual comparative surveys carried out for the companies on the Oslo Stock Exchange have shown that an increasing number of companies differentiate the Board remuneration between the employee elected and shareholder elected members. There is relatively significant difference from company to company. The responsibilities one has as a Board Member are the same. The employee elected representatives can use paid working time for their duties. Borregaard has also some other schemes and requirements for purchasing shares. The Nomination Committee has, on the basis of comparative studies and its own assessments, concluded that it will propose that remuneration for the Employee Elected Board Members be set at 75% of the level of the shareholder elected members in the future. The current level is somewhat higher. It is therefore proposed that remuneration remain fixed until the future is received.
It is proposed that an observer receive one third of the remuneration for Employee Elected Board Members, which is at the same level as the current scheme. As for remuneration for members of the Nomination Committee, we propose that they follow the same recommendation as for the Board Members, namely that it is adjusted at a rate of 4.23%, which was also in line with the wage increases in the company. Sometimes there are maybe certain years when we need more changes in the Board. It will require more meetings and more time than in other meetings, and that is the reason why we have applied then the fee structure with a fixed contribution and then a fee for beyond for full meetings.
A very strict definition have been applied for full meetings, and it does not include talks, individual meetings or contacts that the chair or the meetings may have between meetings. In most years, therefore, only the basic fee has been paid out, which also applies during this term of the committee. The proposed remuneration is evident in the documents and on the screen. We propose that it applies until the ordinary general meeting in 2024. Thank you.
Thank you, Mimi K. Berdal, Chair of the Nomination Committee. We have not received any requests for the floor or any comments or questions to the proposed resolutions, and we therefore close the vote for items 9 and 10 in a minute. If you haven't yet voted or if you would like to change your vote cast, then please do so now. The result of the vote will be that the general meeting approves the proposed remuneration of members of the Board of Directors, observers and deputy members, also the proposed remuneration of members of the Nomination Committee.
I've now received confirmation that this vote has also been ended and that a sufficient majority has been achieved. The last item on the agenda is item 11, approval of the auditor's fee, as stated in Note 4 to the financial statements for Borregaard ASA. It was in the notice actually said to be note 5, but this was just a mistake. The correct cost is NOK 662,000. The notice of the annual meeting stated the amount as NOK 622,000. Any comments on this point must be submitted digitally now, and the vote on this agenda item will also soon be closed.
We ask once again, shareholders who have not yet cast their vote, or who would like to change their vote to do so immediately. We'll wait for the last vote to be counted. All right. This concludes the last vote. We have now been through all the items on the agenda. All have achieved the sufficient majority. I would like to thank you for your participation, and I hereby declare this ordinary general meeting of Borregaard ASA adjourned.