The Board of Directors of Orrön Energy is responsible for the organisation of the Company and management of the Company’s operations. The Board is to manage the Company’s affairs in the interests of the Company and all shareholders with the aim of creating long-term shareholder value.
The Board has extensive experience from publicly listed companies, including governance, financial matters and internal controls, Swedish practice and compliance matters as well as sustainability and HSEQ.
The Board also has valuable insights into the energy transition from developing and accelerating the industry leading Decarbonisation Plan of Orrön Energy’s predecessor Lundin Energy, as well as in-depth knowledge of Orrön Energy’s renewables asset portfolio.
Chair of the Board since 2022
Director since 2015
Member of the Compensation Committee
Born in 1953, Grace Reksten Skaugen has an MBA from the BI Norwegian School of Management, Bachelor of Science (Honours in Physics) and a Doctorate (Laser Physics) from the Imperial College of Science and Technology at University of London.
Grace has extensive international experience in financial and oil and gas matters, with in-depth knowledge of Orrön Energy’s renewables asset base since inception. Grace has been a director of Corporate Finance with SEB Enskilda Securities in Oslo and has worked in several roles within private equity and venture capital in Oslo and London. She was also a director and deputy chair of Statoil ASA from 2002 to 2015. Grace has also been a director of the Renewable Energy Corporation, an international solar energy company. From 2015 to 2022 Grace was a director of Lundin Petroleum (later Lundin Energy), and in recent years the Chair of the Sustainability Committee, managing the adoption and acceleration of the Company’s industry leading Decarbonisation Plan. In 2022, Grace was appointed Chair of the Board of Orrön Energy.
Grace is the founder and Managing Director of Infovidi Board Services Ltd., a member of HSBC European Senior Advisory Council and Norway country advisor to Proventus AB.
Holding of shares or financial instruments in Orrön Energy per 30 June 2023:
Shares: 121,000 shares (120,000 shares held through an investment Company; Infovidi Ltd.) / Options: 402,000
Grace is in the Nomination Committee’s and the Company’s opinion independent of both the Company and Group management and the Company’s major shareholders.
Other current positions and assignments include:
Chair of the Board of Euronav NV, member of the Board of Investor AB, Panoro Energy and PJT Partners, founder and Board member of the Norwegian Institute of Directors, trustee and council member of the International Institute for Strategic Studies in London.
Director since 2017
Member of the Audit Committee
Born in 1962, Jakob Thomasen is a graduate of the University of Copenhagen, Denmark, where he obtained a Masters degree in Geoscience. He also completed the Advanced Strategic Management programme at IMD, Switzerland.
Jakob was formerly the Chief Executive Officer of Maersk Oil and a Member of the Executive Board of the Maersk Group from 2009 until 2016. From 2017 to 2022 Jakob was a director of Lundin Petroleum (later Lundin Energy), and in recent years a member of the Sustainability Committee, and took part in the adoption and acceleration of the
Company’s industry leading Decarbonisation Plan. In 2022, Jakob was appointed Director of the Board of Orrön Energy.
Holding of shares or financial instruments in Orrön Energy per 30 June 2023:
Shares: 8,820 / Options: 201,000
Jakob is in the Nomination Committee’s and the Company’s opinion independent of both the Company and Group management and the Company’s major shareholders.
Other current positions and assignments include:
Chair of the DHI Group, ESVAGT, RelyOn Nutec and Hovedstadens Letbane and member of the board of Arcadia eFuels.
Director since 2001
Member of the Audit Committee
Member of the Compensation Committee
Born in England in 1962, C. Ashley Heppenstall is a graduate of Durham University where he obtained a Bachelor of Science in Mathematics.
From 1984 until 1990, he worked in the banking sector where he was involved in project financing of oil and mining businesses. In 1990, Ashley was a founding director and shareholder of Sceptre Management Limited.
Ashley has worked with public companies associated with the Lundin family since 1993. In 1998 he was appointed Finance Director of Lundin Oil AB. Following the acquisition of Lundin Oil by Talisman Energy in 2001, Lundin Petroleum was formed and Ashley was appointed Chief Financial Officer. One year later he became the President & Chief Executive Officer, a position he kept until he stood down in 2015. From 2001 to 2022 Ashley was a director of Lundin Petroleum (later Lundin Energy). In 2022, he was appointed Director of the Board of Orrön Energy.
Holding of shares or financial instruments in Orrön Energy per 30 June 2023:
Shares: Ashley holds 1,896,535 shares through the investment company Rojafi
Options: 201,000
Ashley is in the Nomination Committee’s and the Company’s opinion independent of both the Company and Group management and the Company’s major shareholders.
Other current positions and assignments include:
Chair of the Board of International Petroleum Corp. and member of the Board of Lundin Gold Inc., Lundin Mining Corp. and Aker BP ASA.
Director between 2013-2022 and since 2023
Member of the Audit Committee
Born in 1949, Peggy Bruzelius has a Master of Science (Economics and Business) from the Stockholm School of Economics.
Peggy was a Board member of the Company from the 2013 AGM until 30 June 2022, during its legacy oil and gas business. She worked as Managing Director of ABB Financial Services AB, a subsidiary of ABB, from 1991–1997. She also headed the asset management division of Skandinaviska Enskilda Banken AB between 1997 and 1998 and has held numerous public company Board positions.
Holding of shares or financial instruments in Orrön Energy per 30 June 2023:
Shares: 30,000
Peggy Bruzelius is in the Nomination Committee’s and the Company’s opinion independent of both the Company and Group management and the Company’s major shareholders.
Other current positions and assignments include:
Peggy is Chair of Lancelot Holding AB and a Board member of IAG, the parent company of British Airways, Iberia, Air Lingus et al.
Director since 2023
Member of the Compensation Committee
William Lundin was born in 1993 in Canada and holds a degree in Mineral Resource Engineering from Dalhousie University. William has extensive experience from the natural resource industry through exposure to several Lundin Group companies and is a registered professional engineer in Canada. He has previously held positions with BlackPearl Resources Inc., Lundin Mining Corporation and Denison Mines Corp.
Holding of shares or financial instruments in Orrön Energy per 30 June 2023:
Shares: 900,000
William Lundin is in the Nomination Committee’s and the Company’s opinion independent of the Company and Group management, but not deemed independent of the Company’s major shareholders as William Lundin is a member of the Lundin family that holds, through family trusts, Nemesia S.à.r.l., which holds 95,478,606 shares in the Company.
Other current positions and assignments include:
William currently works as the Chief Operating Officer of International Petroleum Corp, and also serves as a director of ShaMaran Petroleum Corp. and Filo Mining Corp., and Chairman of the Board of Africa Energy Corp.
Board of Directors duties and committees
The Board of Directors of Orrön Energy should at all times have an appropriate composition considering the current and expected development of the operations, with Board members from a wide range of backgrounds that possess both individually and collectively the necessary experience and expertise. An even gender distribution should be pursued.
Principal tasks of the Board of Directors:
- Establishing the overall goals and strategy of the Company.
- Making decisions regarding the supply of capital.
- Identifying how the Company’s risks and business opportunities are affected by external factors.
- Appointing, evaluating and, if necessary, dismissing the CEO.
- Ensuring that there is an effective system for follow-up and control of the Company’s operations and the risks to the Company that are associated with its operations.
- Ensuring that there is a satisfactory process for monitoring the Company’s compliance with laws and other regulations relevant to the Company’s operations, as well as the application of internal guidelines.
- Defining necessary guidelines to govern the Company’s conduct in society, with the aim of ensuring its long-term value creation capability.
- Ensuring that the Company’s external communications are characterised by openness, and that they are accurate, reliable and relevant.
- Ensuring that the Company’s organisation in respect of accounting, management of funds and the Company’s financial position in general include satisfactory systems of internal control.
- Continuously evaluating the Company’s and the Group’s economic situation, including its fiscal position.
Composition of the Board
The Board of Orrön Energy shall, according to the Articles of Association, consist of not less than three and not more than ten directors, without deputies, and the AGM decides the final number each year. The Board members are elected for a period of one year. There are no deputy members and no members appointed by employee organisations. The Board is supported by a corporate secretary who is not a Board member. The appointed corporate secretary is Henrika Frykman, the Company’s General Counsel.
Board Meetings and Work
In addition to the statutory meeting following the AGM, the Board normally holds at least five ordinary meetings per calendar year, as per a yearly work cycle. At the meetings, the CEO reports on the status of the business, prospects and the financial situation of the Company. The Board also receives management updates and presentations on the business and operations of the Company, financial status, sustainability matters, risk management, legal questions and investor relations matters, to enable the Board to duly monitor the Company’s operations and financial position. Furthermore, the Board receives regular reports from the Company’s Audit Committee and Compensation Committee on issues delegated to the Committees.
Compensation Committee
The Compensation Committee assists the Board in Group management remuneration matters and receives information and prepares the Board’s and the AGM’s decisions on matters relating to the principles of remuneration, remunerations and other terms of employment of Group management. The objective of the Committee in determining compensation for Group management is to provide a compensation package that is based on market conditions, is competitive and takes into account the scope and responsibilities associated with the position, as well as the skills, experience and performance of the individual. The Committee’s tasks also include monitoring and evaluating programmes for variable remuneration, the application of the Policy on Remuneration as well as the current remuneration structures and levels in the Company. The Compensation Committee may request advice and assistance of external reward consultants.
The members of the Compensation Committee are Grace Reksten Skaugen, Chair of the Committee, C. Ashley Heppenstall and William Lundin.
Audit Committee
The Audit Committee assists the Board in ensuring that the Company’s financial reports are prepared in accordance with International Financial Reporting Standards (IFRS), the Swedish Annual Accounts Act and accounting practices applicable to a company incorporated in Sweden and listed on Nasdaq Stockholm. The Audit Committee supervises the Company’s financial reporting and gives recommendations and proposals to ensure the reliability of the reporting. The Committee also supervises the efficiency of the Company’s financial internal controls, internal audit and risk management in relation to the financial reporting and provides support to the Board in the decision making processes regarding such matters. The Committee monitors the audit of the Company’s financial reports and also reports thereon to the Board. In addition, the Committee is empowered by the Committee’s terms of reference to make decisions on certain issues delegated to it, such as review and approval of the Company’s first and third quarter reports on behalf of the Board. The Audit Committee also regularly liaises with the Group’s statutory auditor as part of the annual audit process and reviews the audit fees and the auditor’s independence and impartiality. The Audit Committee further assists the Company’s Nomination Committee in the preparation of proposals for the election of the statutory auditor at the AGM.
The members of the Audit Committee are C. Ashley Heppenstall, Chair of the Committee, Jakob Thomasen and Peggy Bruzelius.
