Welcome the shareholders in Orkla. A very warm welcome to this year's Annual General Meeting, especially when the weather is as nice as it is outside in Oslo today. It's wonderful to see that so many of you have found your way here today. Having said that, I declare this Annual General Meeting in Orkla for 2011 open. The Annual General Meeting is set by myself, I'm the Chair of the Corporate Assembly, along with the Board, according to the number, Article 15 of the Articles of Association. The convening letter has been sent to all of the shareholders who have a known address, and this was also announced in the newspaper, often posted on the same day.
According to Article 16, the board has said that it has been decided that the documents that are going to be treated at the meeting are not sent out to the shareholders, but are made available to the shareholders on the company's internet website. This is a practice now that is applied by all of the larger companies in Norway that are listed on the listed companies. You will find the financial statements, along with the board of directors' report on the Internet, along with the statement of the corporate assembly and the auditor's report that is dated April 24, 2011. Those shareholders who wanted to have the documents have been able to get them at no cost by contacting the company.
The documents have been distributed to all the shareholders in attendance, along with their ballot slips. Are there any objections to the notice? That does not seem to be the case. The General Assembly is hereby declared to be legally convened. In accordance to Article 17 of the Articles of Association, I, Idar Kreutzer, the Chair of the Corporate Assembly, will be chairing the meeting. I would start out by presenting, introducing those who are here to represent the company today.
On the panel from my left, that is to your right, we have Stein Erik Hagen, Chairman of the Board. We have Bjørn Wiggen , President and CEO. I, who was the Chair of the Corporate Assembly, and to my right, the General Meeting Secretariat, represented by Karl Otto Tveter, Senior Vice President, Legal Affairs. I would also like to introduce the auditor of the company, Jan Wellum Svensen. I believe he is seated over there, yes. We would also like to introduce the board of directors of the company. They play an important part in the running of the company, of course, and we would like to show the CV of the individual board members. While I go quickly through them, we'll start with Stein Erik Hagen, Chairman of the Board. Mr. Hagen was first elected to the board in 2004.
In addition to be a chairman and a major shareholder of Orkla, he is also an owner and Executive Chairman of the board of Canica and associated family-owned companies. The Deputy Chair is Svein S. Jacobsen. He is present. Svein was first elected to the board in 2000. He has a number of offices and appointments, too. In addition to Orkla, he is also Chairman of the board of ISCO Group, Vensafe, and PSI Group, in addition to being a member of the board of Nordea Bank Abp. Åse Aulie Michelet, she is also sitting here in the front row, also was first elected to the board in 2001. She has a broad range of experience from Norwegian industry, the most recent being President and CEO of Marine Harvest, and member of the board of Photocure ASA. Bjørg Ven? Yes, you're there.
You're so discreet, Bjørg. Bjørg was first elected to the board in 2006. She has a broad experience as a lawyer and partner in the law firm of Hovden. She is Chairman of the Appeal Board of the Oslo Stock Exchange and the Norwegian Complaints Board for Public Procurement. She is also Chairman of the Board of Directors of the Norwegian State Finance Fund, and Member of the Nomination Committee of Yara International. We have Peter A. Ruzicka, who was first elected to the board in 2003 and 2005. He was later a Member of the Corporate Assembly, Deputy Member of the Board of Directors. He was elected Member of the Board in 2008.
He has a long-standing experience from the retail sector and also from Managing Director of Hakon Gruppen, Jernia, and since 2006, of Canica. Kristin Skogen Lund was not able to attend the meeting today. She was first elected to the board in 2006. She is an Executive Vice President of Telenor. Most of us probably see her in the press as a representative and President of the Confederation of Norwegian Enterprise. The last board member on, was first elected to the board in 2010, Jesper Ovesen. He is Danish, and he has broad experience from various positions in Danish industry, and he is now the Senior Executive Vice President and Chief Financial Officer of TDC, as since 2008, a telecom company.
He is also a member of the Board of Directors of Skandinaviska Enskilda Banken, SEB, Stockholm, FLSmidth & Co, and Danisco A/S. Jesper has now held the position on the board for one year. In addition to the board of directors, the board of directors has consisted of three employee-elected representatives and two observers from among the employees. They are Åge Andersen . Aage has some back problems, unfortunately, but thank you for standing up. Next, Gunn Liabø and Bjørn Rune Henriksen. As observers from among the employees, we have Per Sørensen and Kenneth Hertz. In addition to those I have introduced you to now, other representatives from Orkla's administration is also present at this general meeting. We have now come to a formal point.
We are going to elect a shareholder to co-sign the minutes along with the chair. Anders Petter Wiig is nominated. We know him to be present. Are there any other nominations? If not, this motion is considered adopted. 279 shareholders have sent us notice of attendance, representing just over, or specifically 54.55% of the total share capital of the company. The secretariat is now in the process of creating a list of shareholders in attendance and proxies attending on behalf of shareholders, and with the number of shares they represent. It will take a few more minutes to finalize this list, and I will revert to the list when it is completed. I propose that we start with the agenda while we wait for the list to be prepared.
Here we are ready to start with item one on the agenda. Which is the approval of the financial statements for 2010 for Orkla ASA and the group, along with the group's Board of Directors report, including the approval of the dividend for 2010 of NOK 2.50 per share, and this is then excluding the treasury shares. The Board of Directors report, the annual financial statements, and the balance sheet for 2010 for Orkla ASA and for the group, the statement of the Corporate Assembly, and the auditor's report have been available on the website, as well as sent to all the shareholders that have asked for it. The documents have been available for perusal at the company's offices since the 24th of March.
I assume that those who are here today are familiar with what is in this documentation, so that it's not necessary for me to read the whole thing out, and that could be a very long evening if that were the case. Having said that, I will then give the floor to President and CEO, Bjørn Wiggen, who will give us a briefing on the group's development and strategic point of view.
Thank you. What I wanted to take you through is some details on Orkla's developments up until now, and what has characterized this trend. Based on this, what Orkla's value creation model is, and I would like to illustrate it by some concrete, specific examples of value stories and the development of some activities, and hopefully also show you in our thoughts are around developing businesses. I would also like to go through the strategic direction and to make a few comments regarding how we are positioned for future growth. This shows the Orklar's developments over a longer period of time. It is marked by a long-term growth in the company, but also.
characterizes the fact that we, on some occasions, have ventured into new areas of business and exited from other areas, namely, that we have made clear priorities when it comes to our overall portfolio. This has been a trademark of Aker over time, that we, in combination with sound operations in the company, that we have wanted to make structural changes to create growth and values. Over a longer time perspective, there can be no doubt that this model has been successful. We see clearly that we had a particularly strong growth in the value of the company used for some time.
I mean, you see the peak, three or four years ago, it was the growth in RAC, and also the sharp decline shows RAC's drop, and some of the underlying values have performed well over time. What recognizes Aker and what sets us apart from other company, or many other companies, are, of course, that we have a portfolio of investments and companies. We have had this model, for the past 70 years, and we have focused particularly on it for the past 25 years, and we believe that this continues to be a important element of the value creation that takes place in Orkla. I would like to go into more detail through concrete examples. The competence that we have through the staff resources and elsewhere in the organizations are very important.
We don't have any cost advantages or any other raw material advantages, and we compete with other companies, and therefore, we need to have a strong performance to maintain our competitive edge. Another aspect of our creation of growth is that we've had the financial flexibility. We have a broad range of services and products, which has secured us strong earnings that has enabled us to win new positions, and therefore, to act quickly if an opportunity presents itself. We also combined an industrial competence and financial competence that we have in the company. I believe that the industrial competence is evident. We boast operational excellence in all activities. Most business areas, we focus on operational excellence in all activities.
Another important element is to be successful in restructuring, either in individual companies or in whole industries, where we can go in and try to promote a sound development in the companies we are active in. Of course, brand building will be important going forward. Orkla has strong brands, and they contribute to the overall value of the company, and we work continuously to strengthen the position of our strong brands. As for financial competence, and when I say financial, we don't necessarily only mean what is included in our financial portfolio. Financial competence is a broader term to describe a strong competence, both in terms of mergers and acquisitions. In this area, we have a separate department, which is full-time, active in this area, and we believe that that will also give us a competitive edge.
We know what happens, and also, therefore, we are able to act quickly in order to promote and build values. We also have an active ownership in the companies where we are actively involved. Very often, we operate through the local units, regardless of whether we have a 100% ownership stake or 40%, we have an active ownership. We set clear targets and strategies, and ensure that there are sound business plans in place. I would also like to say that we have a comprehensive range of activities in a small part of the world.
We're in a relatively small company, Need to say that Nordic, the Nordic countries, are a small part of the global scene, but we have good knowledge of the various industries, the various businesses, and therefore, we feel that we have a good basis for utilizing the Nordic network we have when we invest. These are aspects that is particularly evident when we discuss with our international shareholders. In some cases, they may be in a better position to know the particular elements in play in the Nordic region. We also try to use our competence across all our activities to acquire businesses, if necessary, for instance, when it comes to our Brands activities, Orkla Brands. In order to illustrate this, I would like to give you an historical example, which I personally know well.
What are the lessons learned, and what has this meant for our current activities, and what has been the effect for this? If we look at brewery history, this was an area that we stayed in from 1991 until 2004. There can be no doubt that this gave us a strong financial growth through that period, from an overall investment of NOK 5 billion, resulting in us being able to sell the activities for NOK 22 billion. This was this success can be attributed to both an operational focus and a structural competence through acquisitions. On the operational side, we took local Norwegian breweries until come, becoming a major owner on the global scene with global brands. We did that through the merger with Nora.
We got into Ringnes, then we set up Pripps Ringnes first, in a joint venture with Volvo. We bought up Volvo to be wholly owned, and then we also combined it with Carlsberg. We had a 40% stake, and of course, we sold our shares. That was perhaps not a very good business from an operational point of view, but definitely from a financial point of view. A lot of the mindsets and mind frame is with us going forward, and I believe that this mind frame can also be applied on other areas. We have invested through acquisitions of about NOK 4 billion. We've also made a trade-off with Alcoa, with Elkem Aluminium, with the Sapa shares, so that we.
It is, we now own the 100% of the Sapa Group, and this, we have now invested about NOK 10 billion in Sapa, and the company is now expected to have total revenues of NOK 35 billion-NOK 40 billion. The most analysts are probably that the value of Sapa is about NOK 14 billion, so the value of the company has increased nightly. Of course, our ambition is to grow the company further. This is also a typical story. We went from having a minor stake in a Swedish company to combine it with Alcoa's activities, similar activities.
Subsequently, we bought out Alcoa through this swap, which I mentioned, and this allowed us to have some financial flexibility, so that in the summer of 2009, when the economic outlook looked gloomy, we bought up Intellect, our main competitor in the US, to further strengthen our position there. This was a combination of both operational measures and structural competence, because in terms of operations, we have also transferred a lot of the competence we've had from Elkem to Sapa. This has been a firm basis since NORA came into Orkla, and we see is a long and strong trend, which has primarily come through organic improvements, but also through acquisitions of small and medium-sized activities through that period.
Our value creation model is, to a great extent, tied in with strong operational excellence, plus some add-ons with smaller companies that we buy and integrate in our activities. We've also based our activities on a multi-local model, which distinguish Orkla from other major companies. We want to have a big market share in the countries where we are active, while some of our companies have large-scale advantages across national borders. Yes, maybe some people say that we cannot compete fully on the production aspects. That may be the case, but we are fully competitive in terms of market positions. If we look at the market positions we have, in terms of customers and media acquisitions, and also the distribution systems.
With this basis, we have now staked out the strategic direction going forward for Orkla. We want to continue to be a diverse portfolio company, but we would like to concentrate on a smaller number of areas. We have come to a point where we had a very broad range of activities. We were active in many areas in Orkla that all required capital investments in order to be successful. If we were going to put in all that capital ourselves, it would pose a major challenge. We would not be able to support all these businesses at the same time, and we have faced these consequences. We have decided to allocate the capital to Orkla Brands and Sapa, and the operational side.
The reason why we chose these two was primarily because Orkla Brands holds very strong market positions. They have stable, sound flow of revenues and cash flow, and this is a type of activities which we need in a company like Orkla, in line with how we want to develop it. We target industrial investors who are looking for a steady return on their investments, and through the stable flow of revenues from Orkla Brands, we can be predictable in that sense. Sapa is a strong company with leading positions which are active in aluminium products, aluminium extrusion products, and we see a strong potential to work with Sapa.
The company is also of such a size, and when we have implemented the improvements, it will have a major impact on Orkla as a group, and therefore, we still see growth potentials. We will still have strong focus on operational improvements in all our activities, and we will exercise an active ownership, both when it comes to our industrial commitments and also the financial interest of those companies where we don't have a major stake, but we have a smaller stake, but are represented on the board. I would like to announce in something today, because before coming here, I was active, working with the closing of the Elkem transactions, and would hereby like to inform all shareholders that we have now finalized the sales.
The sale has now been finalized, and we have sent notification to the stock exchange, and in that notification says that the transaction has been carried out in line with what we have communicated earlier. We are happy to see that this is finally clarified, so that both Alcoa and Elkem can continue to go about their businesses, and that we have secured a new ownership for Elkem. We have now gone from a structure which looked like this before the turn of the year, and it has now been more focused to brands and Sapa and various in commitments in what we call the investments area.
This is not an organizational division, but simply it gives you an overview of the strong investments that we have and the ownership stakes we have, and then, of course, ranging from smaller to larger stakes. What we have done so far in order to adapt to this strategy is that we have sold and divested Borregaard Skoger. The reason why we did that was that the return of interest was not too high, only about NOK 20 million per annum, and we managed to realize it, to divest it, for NOK 1.7 billion. That was a right decision, especially since it was not important for Borregaard anymore. We've also sold, divested NOK 2 billion from our share portfolio.
The Elkem sales brought NOK 12.5 billion. It also given us some further benefits, which means that we will be able to receive another NOK 400 million or NOK 500 million. We've also invested about NOK 1 billion in some smaller and medium-sized brand activities. Sapa is in the process of implementing a major expansion plan in Asia. Last year, this resulted in us acquiring shares in a factory in Bangalore, in India. We've also bought up a company in Vietnam and entered into a joint venture with a Chinese aluminum company, Chalieco, which target especially rail carriages and that type of activities in the railway markets. We believe that we are well positioned going forward with the current views and strategies that we have in place.
We boast a strong market positions for Orkla Brands in a profitable Nordic market. We see that Sapa is well positioned to benefit from increased market shares and to sell their products. We also have our excellent activities in Jotun. We have just over 40% ownership stake there. Jotun has a strong position in the Nordic countries, and it grows and has achieved growth in other parts of the world, especially in the Middle East and the Far East. In the case of Borregaard, we see that the prices for the specialty chemical products are high at the moment. This may not last for many years because we are expecting to see new capacity coming onto the market, but things are looking good at the moment. Borregaard is also engaged in some very interesting and promising R&D projects, which we will follow closely.
In terms of our investment portfolio, we've had a strong performance, during the past few years, and we've also performed well against the benchmark, indexes, the Nordic indexes. This means that we have a highly competent and a strong organization which works to promote growth here. We've also found it appropriate to change our strategy slightly, to the extent that we too, would like to invest more in, growing our positions and maybe, exit, other positions, for instance, in companies where we only have a minor stake. This is, a slight change in our strategy, which we will see, the results of in the months, and periods coming forward.
There may also be some commitments where we may want to go in and increase our shares over time, which will enable us to maintain the dynamic trend that we've seen so far in our investment portfolio. That was my comments on the strategy and the operations. Thank you very much for a very thorough briefing.
The general meeting would have to allow itself to say that with this announcement of the news, this was very exciting news for all of us. I'll now give the floor to CFO, Terje Andersen. He will be touching on the highlights of the annual financial statements for 2010.
Thank you very much. I will be taking you through the results for 2010. We'll be starting with a few of the main points for the group and the group's performance, and then we'll be talking a little bit about the individual areas of activity, the business areas. After very weak markets in 2009, there's been generally increasing activity throughout 2010.
This applies in particular to Sapa and the market for aluminum extrusion products. Borregaard has also had good market conditions towards the end of 2010. As Mr. Wigen mentioned, Orkla Brands has more stable markets. Also in 2010, they've managed to increase their profit and margin performance. A very good year for the portfolio of shares, the investment portfolio. There was a yield return of about 32%. As Bjørn Wiggen told us, there have been structural measures implemented in 2010, and there have been some acquisitions in priority areas for Sapa and Orkla Brands. There is one particular negative factor that puts its stamp on our results. This is the share price development of REC.
Orkla's investment in REC is book mark-to-market. When the price of that share goes down, it has to be recognized on our accounts that way. If we look at revenues, the sales and EBITDA, Elkem's figures are no longer in this, since the silicon activities have been sold, all of the figures have been removed. Instead, afterwards, we're going to see that the net profit, contribution to profit, is shown on a separate line for Elkem at the bottom of the financial statements. For the continuing operations, sales increased by 14% to NOK 57 billion, some NOK 57 billion. The cost cutting and efficiency programs had a positive impact on this, so that the EBITDA from ordinary operations increased from 30% to about just less than NOK 4 billion.
If we look at the distribution between the different areas of activity, we see that all of the business areas in, except for the energy, had made progress. Energy is very much affected by little precipitation in Sauda, so that the production there has been below normal. There's also an accounting explanation for this, because in the 2009 figures, we had a contribution there that came from activities that were sold on the first of January, 2010. The more specialized one-off items there are listed under other costs and income, and they were about NOK 30 million. This includes the gain on the sale of Borregaard Skoger, and this is the impairment of goodwill in Bakers, and then a share of the costs that are related to a fire in one of Sapa's facilities in Sweden.
This last item, we assume, is going to be covered by our insurance, but these costs are recognized on the accounts for 2010. As mentioned, we use mark-to-market value for accounting, the accounting value of our investment in REC, NOK 17.80 was the value of the REC share at the end of the year, and this is why we have this high negative contribution ratio here from the associates. The net financial costs were below last year. Altogether, our costs of the loan was 2.2% in 2010. At the next to the bottom line, you have the line for discontinued operations. Here we see the net result there for Elkem's activity. This is both the taxes and the revenues.
If we look at the cash flow, we see that the cash flow from operations of about NOK 2.5 billion is lower than last year. This is mainly because we have increased our sales, and through that, we have more working capital that's tied up. Let me see here. Both the financial costs and taxes, financial expenses and taxes, are somewhat lower than they were a year ago. We've paid dividends of NOK 2.2 billion last year, and we've invested NOK 2.3 billion in new companies and expansion projects. The largest expansion project has been the expansion of the Sapa Heat Transfer in Shanghai. We also have some net sales of shares, so that the gearing ratio was about the same as last year.
We then look at the company's financial strength, we see that there is the trend in equity is the dark blue column, and then the net interest-bearing liabilities is the light blue ones. The equity ratio at the end of the year was 53.6%, and then our net gearing ratio was 0.42. If you take account of what we're going to be getting from the sale of Elkem, plus the dividend for the year, then we'll have the net interest-bearing liabilities will be reduced to about NOK 10 billion. This means that Orkla today has a very solid balance sheet and a very strong financial position. We will move on to talking about Orkla Brands, will be the first business area we'll talk about.
The diagram here shows us the development since 2003, and we see that there's been a stable, positive development trend throughout all of these years. The EBITDA has increased by about NOK 1 billion to just less than NOK 3 billion in 2010. Sales in for Brands were NOK 23.6 million, and this is the best result that Orkla Brands has ever reported. This is Orkla's very strong brand names, along with continuous improvement programs that have contributed to this very positive development trend. Just as a little example, Norwegians eat 48 million frozen pizzas a year. This is about one pizza every second throughout the year. The best part of that is that most of these pizzas are Grandiosa or another pizza made by Stabburet.
In the same comparably, the Swedes eat about 200 million slices of bread with Kalix caviar on it. Outside of the Nordic countries, the markets, especially in Russia, have been somewhat more demanding, and there have been rising prices for several of the inputs. Orkla Brands, as you've seen, has had several acquisitions, and they've bought a leading chocolate manufacturer in Estonia, for example. If we move on to Sapa here, we see the results from 2008 to 2010 in the columns. We have the volume development is the red line that you see here. As you can see, there were very weak markets for Sapa in 2009. There was a big decline there and a negative result.
Volumes have increased somewhat in 2010, but the big increase, improvement in results, is NOK 1.1 billion, and this is mainly because of cost improvement and cost cutting. If we take a look then at the volume trend in Sapa's main markets, we see that the volume trend is in red here. This is in Europe, and then we have the blue one is the North America. We see that there are trends that are positive, and we expect them to continue to be positive. In 2008 and 2009, the volumes declined significantly, and although demand has increased somewhat in 2010, we're still under what is expected to be the long-term trend for these markets. If we look at the results here, operating revenues increased by.
33% to NOK 27 billion, and the operating result, NOK 27 billion. We had NOK 744 million in the EBITDA. This was NOK 27.684 million. These internal improvement projects and the increased volumes have contributed to the profit improvement. If we look at investments, we talked about Borregaard in the energy area, the share portfolio, and our investments in Jotun and REC will be discussed here. Let's start with Borregaard here. For the chemicals division, there's been good demand, good prices, especially in the latter half of 2010, and the EBITDA increased by 10% to NOK 236 million. The energy area, this consists of the Sauda Waterfalls and the Borregaard energy area, and there wasn't much precipitation in Sauda, as mentioned. The production was 1,130.
132 GWh. This is against the ordinary 1,850. 1,132 gigawatts against 1,537. The EBITDA was then NOK 737 million. There's good, the share portfolio showed a good yield, 6.4% above market. In a 5-year, over a 5-year range, the portfolio has outpaced the index that we compare ourselves with. Very briefly, a few words about our investments in Jotun and REC. These are treated as associates in our financial statements. Jotun has done very well for several years, not least with growth in Asia. In 2010, their EBITDA increased by 16% to NOK 1.3 billion, while sales in sales were about NOK 12 billion.
Our share there is about 42%, and we own 39.7% of REC. After a weak year in 2009, the trend in REC for 2010 was better, especially in the latter half of the year, where there were good improvements in sales and results. EBITDA is what increased there by almost 100% to three and a half billion NOK in 2010. That was a very brief review of the main figures and the business areas.
Thank you to Terje Andersen. We will give the floor to the Chair of the Board, Stein Erik Hagen, who will tell us about the background for the board's proposal for the dividend.
Yes, Orkla's dividend strategy is based on continuity and stability.
As long as the underlying development is satisfactory, the shareholders will get a good and stable dividend. Based on Orkla's dividend strategy and the group's financial position, which Bjørn Wiggen and Terje Andersen have just presented, the board will move that we pay out a dividend for 2010 of 2,050 øre per share. This is an increase in the dividend per share of 11%, up from 2 kroner and 25 øre that was paid out in 2009, 2008, and 2007. During and throughout the financial crisis, Orkla has maintained a dividend throughout this financial crisis, while other companies on the Oslo Stock Exchange chose not to pay a dividend.
It's a great pleasure this year to tell you that we've increased our dividends somewhat more than 10%. Last year, at the annual general meeting, we reported that our In order to maintain our ambition to increase the dividends, we had to have improvements in the operations from 2009, and we are very satisfactory with the very strong improvement in operating EBITDA for the group in 2010. This is why we feel that this provides the foundation for increasing the dividends. As Mr. Wiggen just said, it's an important step in Orkla's strategy to focus our activities, and thus, to make it possible to have a stronger industrial emphasis on high-priority areas like Sapa and Orkla Brands. Today, Orkla has a very strong balance sheet and considerable financial capacity.
The board has not proposed any extraordinary dividend to be paid out in 2010. If the board, along with the administration, cannot find attractive investment alternatives within a fairly reasonable length of time, then this is certainly a topic that the board of directors could revisit at a slightly later time. In addition to dividends, Orkla has a program to buy back treasury shares. This program has been taken advantage of every year for very moderate buybacks, except for the past 2 years, where the uncertainty and the risk related to the financial crisis has been decisive for the board's considerations. Thank you.
Thank you. I would now like to invite State Authorized Public Accountant, Jan Wellum Svensen, to present the auditor's report prepared by the elected auditors, Ernst & Young.
While you take the restroom, I mean, here you will find it on page 88 of the annual report. As I said, that the report has been included on page 88, and the conclusions are shown on the screen. I will not read the report in its entirety, I will just refer to the conclusions. Well, the financial statements of the company has been given the provide, they are in line with the legislation, and they are in line with the comps. The board and administration have provided the proper documentations in line with the legislations, and therefore, we have given an auditor's report without any comments or any objections.
I would like to report the statement from the board of directors.
You find the Corporate, sorry, the Corporate Assembly, and we find that on page 89. The Corporate Assembly of Aker ASA has received the Board of Directors' proposed annual report and financial statements for 2010 for Aker ASA and the group, and recommends that the General Meeting approve the financial statements and the proposal of the Board of Directors for the allocation of profit. It is signed Oslo, 3rd of March, and signed by me as chair of the Corporate Assembly. From the secretariat, I have also received a list of the shareholders in attendance, either personally or by proxies, 137 shareholders and 49 proxies.
Altogether, this total 186 person eligible votes, 560,212,007 votes and shares, of which shareholders personally in attendance represent 343,769,276 shares and votes, and proxies, 216,614,381 shares and votes. The shares represent, account for 54.55% of the shares issued, and they represent 54.80% of eligible shares. That is excluding treasury shares or shares belonging to a subsidiary. All shares represented on this, in this general meeting may be voted for. DnB NOR Bank Verdipapirservice has assigned this statement, and hereby, the general meeting has been formally set up.
There are opportunities to ask questions and to offer comments.
If you want to take the floor, I would like you to use the restroom with the microphones. Alternatively, you may stay in your seats and wait for a wireless microphone to be passed on to you. In terms of the board of directors statement of guidelines for the pay and other remuneration for the executive management, including in note 6 of the financial statements of Aker ASA, this will be dealt with separately under item 3 on the agenda. If you have any comments regarding this statement, then please wait until our next discussion. For the sake of good order, I would also like to inform you that the press has the opportunity to attend, but they do not have the right to speak unless they have registered as a shareholder or by proxy.
I would now like to open the floor. You need to raise your hand properly so that I can see you. Please introduce yourself when you take the floor.
My name is Håvard Nesheim. Unfortunately, I only hold 1 share as of today. I used to have many more, I have sold them. I would like to come back as a shareholder in Aker because I think it's a wonderful company with a lot of highly competent people, and it is one of the companies where it has been possible to be a long-term shareholder in the Norwegian market in.
Wiggen mentioned the spread of activities that have been, and I believe that many people can commend the industrial trend and also now the priority to focus on fewer areas, but perhaps also to focus on the interaction between the industrial and financial competence.
Why did you do what you did in connection with the opening up that you invested in so many areas as Aker did for a period?
I believe that the company, from having been strongly represented in the financial strategic side, and that competence was represented in the re- administration. This has been outsourced. You have a lot of industrial competence, many highly competent people. I know of no one in the Aker system who are not highly competent and skilled, who do not do an excellent job.
The financial aspect is not represented the way I would like to define it, either in the executive bodies and not in the executive management, nor on the board of directors. In the annual report, and I went down to pick it up downstairs, and I like to read them, but I was so happy to see that both the CEO and administration stressed the importance of going back to focusing on the interaction between the financial and international competence. I don't think that Orkla would have been where they are now if this interaction of competencies had been what it has been for a number of years. In the financial side of the business, I mean, I know many people there, too, but they are at level 3 or 4.
When I heard the strategy, I do not understand why there are not more people with that particular competence in the bodies where decisions are made. Those of us who have been in business for many years, I mean, you need to sit around the table where decisions are made. I mean, you cannot just provide a piece of input here and there. You need to be present in the bodies where decisions are made. I'm not thinking if you know, you have a business background, if you come from the Norwegian School of Economics and Business Administration, but I'm talking about financial competence, that you have worked in these markets for many years.
I believe, or actually, I'm a bit puzzled to see that this competence that has now been highlighted the way it has been, is represented to such a little degree as it is. You don't need to give me any comments. I'm sure there are views to be expressed by the administration. That was just a comment that I would like to offer. All right. Your comment did not include any questions. Are there any other questions or comments from the general meeting? Well, please step up to the restroom.
My name is Jan Sandal. I would first like to say that I ordered the annual report online, but I'd never received it, so this system is not working properly. My question concerns something else.
I mean, now you clarify or you say, have a clearer profile than earlier. You're very strong in brands in the Nordic areas and here in the retail market. Then we have Sapa and the partly owned companies that have a more global direction. I would like to hear more what you how you think about synergy effects between these more focused retail activities in the Nordic countries and in the local markets, versus the stronger production, manufacturing, and process-oriented activities that target the global markets. These are highly competitive markets. I believe that the paramount objective should be clearer, that you've invest in rail carriages in China. I mean, how does that fit in with the overall objective of the company?
I think it's very interesting, but I need that the profile of these activities should be focused more clearly on in a general meeting like this.
All right, I certainly can. As far as the synergies are concerned, between, first between Brands and Sapa, it's clear that they are two different business areas. They are managed and governed with separate management groups. They have different strategies. In and of itself, there's not a lot of synergy between these two particular business areas. What we do both, in both places, is focus on good operations, on good operational solutions, good practice, best practice in all units. There's also a fairly local activities in both areas. There's a lot of local activity. Even though in Sapa, there are a number of global customers, nonetheless, most of the customers are close to where the production facilities are.
As regards then, the specific example that was mentioned with the railway express in China, this goes right to the heart of Sapa's strategy and its activities. This is what's important to us here. Sapa has a high level of activities in this particular area. We are a large-scale supplier for Siemens and other companies in this area. This is a very well-known area for Sapa, so we're moving into a new geographical area with this. The idea there is just to expand on the existing strategy for Sapa. Thank you very much. Are there any other comments or questions? That does not appear to be the case. We will move on. Oh, there was one. Sorry. We just have to have the person get the microphone.
I would just like to know when the dividends are going to be paid out?
That's not an unimportant question, one can see. Can someone answer that question? I can answer it. The dividends will be paid out on the 29th of April, 2011. 29th of April, to those who own shares as of the date of the annual general meeting. Okay?
Okay.
Other questions or comments? It does not appear to be the case, we'll move on to the approval of the annual financial statements. Is there anyone that votes not, that objects to the approval of the financial statements for the Orkla ASA, the group, the board of directors report, and NOK 2.58 in dividends for 2010, except for the treasury shares? Any objections? That does not appear to be the case, we have then adopted this motion.
For the sake of order, I mentioned to start out with, that we have received a number of proxies. A number of these proxies are bound proxies. They are restricted, and especially from foreign shareholders, and some of these have voted against many of the items on the agenda, so that I would just tell you that for the sake of order, as regards this point, there are 5,800 votes against, with a restricted proxy, and then 7,707 with the proxies. I just put this into the record, into the minutes, then we have adopted the annual financial statements, et cetera. Let us move on then to item number two on the agenda. This is amendments to the Articles of Association.
There's one suggestion, one motion for amending the Articles of Association. This is in line with Section 5 8 B of the Public Limited Liability Companies Act. It is allowed for shareholders to vote in writing during a period before the annual general meeting. Such votes may also be cast by electronic communication. Being allowed to cast votes in advance is contingent on having a satisfactory method to authenticate the identity of the sender. The board of directors can establish more specific guidelines for dealing with advanced votes in writing.
Against this background, we suggest that Article 16.3 of the Articles of Association be amended to read: The board of directors can decide that shareholders can be allowed to cast their votes in writing, in advance on items on the published agenda for the company's general meetings. Such votes may also be cast by electronic communication. Being allowed to cast votes in advance is contingent on having a satisfactory method to authenticate the identity of the sender. The board of directors can establish more specific guidelines for dealing with advanced votes in writing. It shall state on the notice to the annual general meeting, whether it will be possible to vote in writing prior to the AGM, and what guidelines, if any, have been established for such voting. Are there any questions to this motion, or who would like to express their objections?
Is there anyone opposed to this? That does not appear to be the case. A similar motion is being treated at many annual general meetings at this time of the year, so that this is a trend in the times. Here, there are also restricted advanced votes. There are 3,385 votes against this. This is for the record here. We will move on to point number three on the agenda. Allow me just to structure the discussion here. I will tell a little bit about the background for why this is on the agenda here, and in particular, about the rules that apply to the remuneration to the board and to the leading key personnel, and this is in as laid down by the Act. Mr.
Stein Erik Hagen, the chair of the board, will be going through Orkla's policy and the board's declaration, as laid down in note 6 in the accounts. Then we will take the votes that the law requires that we have here. This is the background for this. The board is to make a statement on the stipulation of remuneration to the board of directors and the leading key personnel, the executives. As we mentioned, this statement is available in note 6, and it was sent out in connection with all of those who were convened to this meeting. This is as. This is pursuant to the Companies Act.
The general assembly, the general meeting, is then going to deal with this, and then there should be, first of all, today, there should be an advisory vote that is taken on the board's guidelines for the coming fiscal year. Secondly, then we have to approve the guidelines for share-based incentive schemes. The corporate assembly can make a statement to the general meeting about the board statement, and this is CF, the law, once again, the Companies Act. When the board dealt with this on the third of March, like previous years, the corporate assemblies meeting rather, then they found that it was not natural to make a statement on this particular area. Having said that, I would then give the floor to Mr. Stein Erik Hagen, who will tell us about the company's remuneration schemes. Thank you.
By way of introduction, I would just say something very briefly about the policy and the substance of our compensation packages. The terms and conditions policy is aimed at the median area for the market, and this is for regular wages, and then the variable part of wages is related to the result, to performance. Here we have annual bonuses, and options should then be a little bit better than the median area. I will refer the board's declaration, and this is in number 6. There's an overview of wages, salaries, and remuneration. We have talked about this very, in great detail in note number 6, so that it shouldn't be necessary to take a detailed review of this. In fact, we have the board's declaration about the guidelines for the coming fiscal year.
Orkla has a bonus system that rewards progress. It consists of the following elements. It's the headway that Orkla makes and Orkla's business areas, then there's progress and the performance at the company level, and then for individual results. This means that good performance, which is more closely defined for the different elements, that should give a level of about 30% of the regular salary for an annual bonus, and the maximum bonus then is 100% of the annual salary. About 300 managers have been linked to this bonus system or are covered by it. The guidelines for compensation have not been changed since last year. This brings us then to point 3, and this is in particular, the share-based incentive plans.
The board would put forward the following for the approval of the general meeting in 2011. It's the share-based elements. We want to continue the option scheme and the share of the purchase of shares for employees. We'd like to keep this at the same level and keep this to up to NOK 40,000 per employee, and the discount would be 30% for this. These are shares that are available for the employees to buy. We have number nine here, and the board feels that this option scheme is still an important tool for having key people associated with the group and for retaining them, and then having structural changes, more long-term structural changes that the annual bonus system does not refer to.
This reduces the possibility of reductions if there were to be very strong cyclical upswings, so that the only 6 million options, that the maximum or the ceiling on the options is 6 million. The issue price is +10%, and then it's possible to take a gain of 1.5 times the annual wage for the management board, and then 1 annual wage for other leading employees. The number of options have been reduced from 7 million last year to 6 million this year because of Elkem going out of the group. We have the employee share program. For several years, the group has had a program where employees are allowed to buy a certain number of shares. In 2010, there were NOK 40,000 worth of shares before the discount.
Since 1999, with the exception of 2005, Orkla has offered shares to the employees based on the market price. The point of this kind of an offer is to stimulate broad, long-term ownership among the group's employees and to stimulate their interest in the Orkla share, and this also will create more involvement and more enthusiasm for the company in which one works. The discount scheme offers employees the opportunity to take a very active part in the direct value creation in the group, and very broad-based ownership will hopefully help to strengthen and further develop our common value base and this common identity that is at the very heart of Orkla's business activities. Shares for the employee share program, it builds corporate culture, and it's also, it provides an incentive.
Orkla has business activities in many countries, there's varying degrees of ability to buy shares and different levels of knowledge about share investments. To stimulate these groups, the discount last year was increased to 30%, this resulted in 400 more shareholders in 2010 than 2009 among the employees.
The independent consultancy, Mercer, conducted a survey among 16 Norwegian companies in May last year, about discounted shares for employees. This survey showed that the average discount is 24%. Orkla's discount, as mentioned, is 30%, so that that is in line with the group's rewards and incentive policy, that says that variable elements should be better than the median level. The board thus recommends to the annual general meeting, that the employee share program be continued on the same terms and conditions as in 2010. Then we have the board's statement about wages for executives. The guidelines for the wages for the executive management are described in point two, which has also been provided guidelines for setting the figures for 2010. I would mention 1 change in the agreement. This was when Mr.
Dag Opedal told the board on the 2nd of July, 2010, that he wanted to resign as CEO during the year. He will receive wages, his salary, and contractual benefits for 12 months after his resignation. 50% of any salary that he might have afterwards, will be deducted from this. Opedal left on the 8th of September in 2010, and his accrued pension figures will be paid out in 2011. He will retain his options as set out in his agreement. Bjørn Wiggen became the President and CEO on the 8th of September, 2010, with an annual wage of NOK 5,650,000. At the same time, Timothy R.J.
Stubbs became the CEO of Sapa AB. Otherwise, there have not been any changes made in the agreements of key management personnel. I will give the floor back to Mr. Kreutzer.
Thank you so much. That brings us to the advisory vote that we need to take here on the basis of the terms and conditions policy and the incentive elements. The first proposal is the general meeting supports the motion made for terms and conditions of employment, as set out in note 6. Is there anyone that has anything to say about this? Go ahead, please. Could you wait just a moment until you get the microphone?
Yes. I mean, I can't really see how many votes that are represented on this proxy form here. I can't see that well. I choose to abstain. I don't think this is a good change, but all fine.
All right, we take due note of that. Are there any others who would. Any other votes against this motion, as we have presented it? That does not seem to be the case, and we will record that in the minutes. The motion is hereby adopted, but your votes have abstained. 607,114 shares have a restricted mandate, and they are also against this motion, but the motion is hereby carried. Next is an approval of share-related arrangements, and the proposal is that the General Meeting approve the Board's motion for an option scheme and the share purchase scheme for employees, as described in note 63 in the financial statements of Orkla ASA. Are there any votes against this motion?
You also want to abstain, representing the same number of shares? Once again, in this item, 19,057,892 shares are subject to restricted proxies, and that vote against. The motion is hereby adopted. All right. We will hereby move to item 4 on the agenda, which is an authorization for the Board to acquire treasury shares. This is linked to the financial strategy for the company, but they are considered separately. We will account briefly for that. At the annual general meeting on the 22nd of April, 2010, the Board of Directors was authorized to acquire treasury shares until the date of the annual general meeting in 2011 . The Chair of the Board of Directors have now proposed that this authorization be renewed. Our Chairman will explain this.
An authorization for the annual general meeting to acquire shares, was given for the first time in 1998. This was the first time that legislation allowed for such an authorization. Subsequently, this authorization has been renewed every year, and we propose that the same is done to this year. No question has been asked regarding the appropriateness of these arrangements at any general meeting earlier. The authorizations enables the board to avail itself of the possibility to acquire treasury shares. Thus, the board has not made the general decision whether or not it is practical or purposeful to use these authorizations to acquire treasury shares. Such an assessment must be done on a continuous basis by the board.
The authorization may be relevant if the board should find that the acquisition of treasury shares would be beneficial to the shareholders at the price they have. Also, the capital base of the company must be considered carefully at any given point in time. At the last year's general meeting, the board said that it was not very likely that they would acquire shares under this authorization in 2010, nor have any such treasury shares been acquired in the past year. However, the moderate purchases have been made in the recent years for the times when the risks during the financial crisis have had an impact on the assessments of the board.
Therefore, we have made a presumption that any shares acquired by the board would either have to be amortized, and in that case, it would have to be submitted to the general meeting, or we would use treasury shares to fulfill the company's commitments subject to the incentives programs as previous general meetings and this general meetings have decided. Since 1998 and up until today, the company has acquired a total of 72 million shares in Orkla ASA under this authorization. In 2007, 7.5 million shares were acquired. In 2008, 10 million shares were acquired. During the past five years, Orkla has, on an average, bought back 0.4% of shares outstanding.
We propose that the Board of Director is authorized to acquire shares with a nominal value of up to NOK 125, divided on 100 million shares. It is said precisely in the proposal that the group's holding, total holding of treasury shares should never exceed 10% of shares outstanding at any given time, and this is also the maximum limit laid down by the Act. Like last year, we propose that this authorization be valid for one year, and this is also in line with the guidelines or the propositions under the good corporate governance. Any acquisitions of treasury shares only affect the company's own capital situation, but not the income statement. Thank you. Are there any comments or questions to this briefing? That does not seem to be the case.
The Board of Directors have specified 2 particular purposes which they can use this authorization for. It cannot be applied for any other purpose than those specified. We will now vote for them. On the screen, you see the promotion. The general meeting of Orkla ASA hereby authorizes the Board of Directors to permit the company to acquire shares in Orkla ASA with a nominal value of up to NOK 125 million, divided among a maximum of 100 million shares, provided the company's holding of treasury shares does not exceed 10% of shares outstanding at any given time. The amount that may be paid per share shall be no less than NOK 20 kroner and no more than NOK 120 kroner. The Board of Directors shall have a free hand with respect to methods of acquisitions and disposal of treasury shares.
This authorization shall apply from 14th of April 2011 until the date of the annual general meeting in 2012. Next to the purposes, the authorization can be used to fulfill existing incentive programs for employees and for incentive programs adopted by the general meeting in accordance with item 3.3 on the agenda. Finally, that the authorization be used for the acquisition of shares for cancellation. Are there any votes against this motion? That does not seem to be the case. Are there anyone who votes against the motion as it appears under item 3? That does not seem to be the case.
For the sake of good order, with regard to the purpose under item two, is 13,678,022 shares, which vote against on a subject to be restricted, for and under item three, 1,000,766, six hundred something votes against on a restricted proxy. Let's move to the next item number, item five on the agenda, an authorization for the Board of Directors to increase share capital through the issue of new shares. At the annual general meeting on 22nd April 2010, the authorization granted to the board of directors to increase share capital by up to NOK 90 million through the subscription of new shares was renewed.
The authorization applied until the annual general meeting in 2010. The chair of the board of directors will give an explanation for this because it has been proposed to renew the authorization. The purpose is to facilitate and allow for a quick consideration if it should be required in connection with acquisitions and further developments of business areas. The authorization entails that you can issue new shares through a new subscription of shares, or that the share capital can also be increased through targeted issues. Such authorizations have regularly been given at the previous general meeting, and it is a common practice in major Norwegian companies. Up until today, the company has never found it appropriate to use this authorization.
However, we propose that this authorization be renewed for a term of one year. Does anyone have any questions or comments to this briefing? That does not seem to be the case. I would like to read the proposal. The board of directors is authorized to increase share capital through the subscription of new shares with an aggregate nominal value of up to 90 million, divided among a maximum of 72 million shares, each with a nominal value of 1.25 NOK. This authorization may be used to further develop the business areas by acquisitions paid for by new subscription, or to increase the share capital, and that the authorization may be used through one or several emissions, and that they can also use it to deviate from the preemptive rights under Section 10, 4 of the Public Limited Liability Companies Act.
The board of directors may decide that payment for the shares shall be effected for assets other than cash, or the right to subject the company to special obligations pursuant to Section 10, 2 of the Public Limited Liability Companies Act. If the payment is made in assets other than cash, the board may decide that such assets shall be transferred to a subsidiary in return for a corresponding settlement between the subsidiary and Aker ASA. The authorization also applies to decisions to merge pursuant to Sections 13, 5 of the Public Limited Liability Companies Act. This authorization shall apply as from 14th April 2011, until the date of the annual general meeting in 2012. Any votes against? No, that does not seem to be the case.
We have received restricted proxies totaling 1,237,254 shares, which vote against, and we will record this in the minutes. That brings us to item 6 of the agenda, namely the election of members and deputy members to the Corporate Assembly. During the past years, the general meeting has elected members for the Corporate Assembly for a term of 1 year, therefore all are up for reelections. 14 members are to be elected and 6 deputy members. The Nomination Committee's recommendation, dated 24th of March 2011, have been made available on the company's website. The recommendation has also been announced. In all, announced in the press, also along with the ballot slips, it has been made available.
I would like to account for the work of the Nomination Committee. Let me start by the composition of the Nomination Committee. This has been mentioned in the recommendation number 7. The Nomination Committee of Aker consists of me as the chair. I represent also Storebrand, Nils-Henrik Pettersson, a lawyer of the law firm of Schjødt, Leiv Askvig from Sundt, Olaug Svarva from the Folketrygdfondet, and Åsmund Dybedahl from Borregaard. He has supplemented the Nomination Committee in electing the chair and deputy chair of the board, and we also hear his opinion with regard to the stipulation of remuneration. There are some requirements that has to been fulfilled. The members of the Nomination Committee should be selected to take into account the interest of shareholders in general.
The majority of the Nomination Committee should be independent of the board of directors and other key management personnel. At least one members of the Nomination Committee should not be a member of the corporate assembly, the supervisory board, or the board of directors. The CEO or other key management personnel should not be a member of the committee, and the general meeting should stipulate more specific guidelines for the Nomination Committee, and in the case of Aker, this was done on the 22nd of April, 2010. When the Nomination Committee has reviewed these guidelines, we conclude that the Aker's Nomination Committee comply with these requirements. Well, in terms of the method adopted by the Nomination Committee, then the scope of work in listed companies are increasing.
The Nomination Committee starts its work earlier, more meetings, this also focuses on good corporate governance. For the elections to be carried out in 2011, the Nomination Committee has held 10 meetings, 5 meetings last autumn. We started in September, and 5 meetings so far in 2011. We've had a number of meetings with other parties, meeting with the Chair of the Board and the CEO to be updated of the situation of the company. We've also presented with and reviewed the board self-evaluation. We've also had a dialogue with the 20 largest shareholders in Orkla, encouraging to provide the nominations and input, and information on possibilities to make suggestions to nominate candidates have been posted on our website.
Harald K. Collett from Westerholm and Reynolds, have also been consulted to assist us with finding relevant candidates. We have two main tasks. One is to make a recommendation to the general meeting, and that is the recommendations to for the election of shareholder-elected members and deputy members to the corporate assembly. Also, for the election of members to the nomination committee, and to stipulate compensation for the corporate assembly and the nomination committee. Any other nominations will be presented to the corporate assembly, and we do that normally on the first corporate assembly meeting after the general meeting. What we're going to do now is to present the candidates for members and deputy members for the corporate assembly. We have also contacted major shareholders, and we've had information about several parties.
As I said, you know, the method for providing input has been posted on our website. We've met with the CEO and the chair. We believe that we should strike a balance in the compositions of the corporate assembly, reflecting the shareholder body. This is also in line with the body. No specific competence requirement have been laid down. The committee takes for the spaces that the persons to be elected should have the necessary competence and experience to carry out their duties properly and should be qualified, eligible, and also have an interest for Orkla's business, and also be able to assess matters with Orkla's interest at heart.
We would like to recommend that all corporate assembly members are to be reelected, and that the following deputy members should be reelected: Odd Gleditsch from Treschow-Fritzøe, Benedikte Bjørn, Andreas Enger, and Mimi K. Berdal. We propose 1 new deputy member, Gunnar Rydning. Pareto, which controls major shareholdings in Agla, has proposed him. We have included his CV, and I can also present him to you physically, because Gunnar is sitting there. Thank you, Gunnar. You now have the opportunity to ask questions, to make comments, and also to nominate alternative candidates to the recommendations of the nomination committee for the corporate assembly. Would anyone like to take the floor? That does not seem to be the case.
The alternative.
There are no alternative nominees. We will vote over the recommendation of the nomination committee as a whole. Is there anyone who votes against the recommendation that you have before you, as regards the composition of the corporate assembly and the deputy members? That does not seem to be the case. For the sake of order, again, there are 511,000, 578,000 shares with a restricted mandate. This is for the members of the corporate assembly, and as regards the deputies, it's 850 to 271 votes against. The proposal is adopted with those votes. The general meeting has previously adopted a regular list, an order, if you will. The election committee has proposes the following list.
Odd Gleditsch as number one, our newly elected member, Deputy Member Gunnar Rydning as number two, Mille-Marie Treschow as number three, Benedikte Bjørn, Andreas Enger, and Mimi Berdal. Are there any points, any objections? Do we need to vote over this? It does not seem to be the case, so that this is then stipulated. Any views on that? No. All right, we have the term of office for the members and the deputy members. The Nomination Committee feels that it's important to have an annual overview of what happens. As previously, it is proposed that the term of office be set to one year. That is until the next annual general meeting. Do we need to vote on that?
That does not look to be the case, so that we will set the term of office as 1 year for all of the members. Then there's the question of.
fees, remuneration, and here, the employees' representative has helped us here, and the adjustments were made in 2010 at the last annual general meeting, and the annual general meeting has previously followed a practice where there's an adjustment made to the fees here every third years. The Nomination Committee will propose that we continue that, so that there'll be no adjustments made this year. Are there anybody who insists that there be increases here? That does not seem to be the case, so that the motion is carried, and the fees will remain the same. We come to point 7 on the agenda. That is the election of a member to the Nomination Committee. The Nomination Committee's recommendation here is dated the 24th of March, 2011, and it's been available on the website.
The recommendation has also been published in a press release. It's been handed out here today. Orkla has a nomination committee whose mandate is as according to Article 18 of the Articles of Association. There is one member who is up for election this year, and that is Nils-Henrik Pettersson, and he has been a member since 2009. The nomination committee has had contact with the largest shareholders. It has encouraged them to come with feedback for the members of the nomination committee, and the way that shareholders can provide input here, has been available on the Internet site. The recommendation of members for the nomination committee is aimed at ensuring that there's good representation for the shareholders.
In 4.2, it says that the recommendation for the members of the Nomination Committee should ensure that the majority of the members should be independent of the Corporate Assembly and the board and so on, and that at least one member should not belong up to any of these other bodies. It's Leiv Askvig that satisfies the members. The requirements for not being part of this Corporate Assembly or the board. There have been no objections made to this composition. The whole Nomination Committee then recommends that Nils-Henrik Pettersson be re-elected. He owned a number of shares as of today. Under the instructions point 1, the term of office is proposed to be for 2 years, up to the AGM in 2013.
Are there any other nominations? That does not seem to be the case, so that the motion for re-election of Nils Henrik is then approved, and here we have then 503,561 restricted votes then against. That brings us through number 7, and that brings us to item 8 on the agenda, which is the approval of the fee for the auditor. According to section, Article 10 of the Articles of Association, we have decided to present then a motion that the fee be approved, and the fee for 2010, which the general meeting is to approve, is NOK 2,236,813.
This is a very moderate increase from 2009. There's many people who will read the annual report very thoroughly, so for the sake of order, I would point out that the fees are NOK 2.8 than the NOK 2.8 million for the orders, for the audits, and we see this in the notes as well. It turns out that there are some other work that has to be done that have to be included in the note under Orkla ASA, but are not actually auditing fees, which is what we're going to be voting on here.
I would also inform you that the overall fees for Ernst & Young added up to about NOK 48 million in 2010, and this is down from about NOK 49 million in 2009. In addition, about NOK 40 million was paid to Ernst & Young for auditing and discontinued activities, and then there's this vendor due diligence of Elkem that was performed. The auditing fees to other auditors came to about NOK 1 million, and this was down from about NOK 2 million in 2009. Otherwise, we would draw your attention to note number 6 in the annual report for Orkla ASA. I propose, therefore, hereby, that we give approval to the auditor's fee. T hat was wrong. Let me try again.
I hereby propose that the fees for the auditor be approved, and this being NOK 2,236,813. Can you approve this? Yes, it is carried, adopted, and 108,116 restricted votes vote against. That has then brought us to the end of the road today. There are not any more items on the agenda that call for decisions to be made. I would like then to ask Anders Petter Vikhals to stay in the room to co-sign.