EX-15 24 exhibit158.htm EXHIBIT 15.8 CLAWBACK POLICY exhibit158
 
 
 
 
 
 
 
 
 
 
 
 
Classification:
 
Confidential
Status:
 
Final
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EQUINOR ASA POLICY FOR THE
 
RECOVERY OF ERRONEOUSLY AWARDED
 
INCENTIVE-BASED COMPENSATION FROM
EXECUTIVE OFFICERS
I. BACKGROUND
 
Equinor ASA (the “Company”) has adopted this
 
policy (this “Policy”) to provide for
 
the
recovery or “clawback” of certain Incentive-Based
 
Compensation in the event of a Restatement
(each, as defined below). This Policy is
 
intended to comply with, and will be interpreted
 
to be
consistent with, the requirements of Section
 
303A.14 of the New York Stock Exchange (“NYSE”)
Listed Company Manual
(the “Listing Standard”). This Policy
 
will be administered by the
Company’s Board of Directors (the “Board”), whose
 
determinations will be final, binding and
conclusive.
II. STATEMENT
 
OF POLICY
 
The Company shall recover reasonably
 
promptly the amount of erroneously awarded
Incentive-Based Compensation in the event
 
that the Company is required to prepare an
accounting restatement due to the material
 
noncompliance of the Company with any
 
financial
reporting requirement under applicable securities
 
laws, including any required accounting
restatement to correct an error in previously
 
issued financial statements that is material
 
to the
previously issued financial statements, or
 
that would result in a material misstatement
 
if the error
were corrected in the current period or left
 
uncorrected in the current period (a
 
“Restatement”).
 
The Company shall recover erroneously
 
awarded Incentive-Based Compensation
 
in
compliance with this Policy except to the
 
extent provided under the section entitled “V.
Exceptions” herein.
III. SCOPE OF POLICY
A.
Covered Persons and Recovery Period.
 
This Policy applies to all Incentive-Based
Compensation received by a person:
 
 
after beginning service as an Executive
 
Officer,
 
who served as an Executive Officer at any time during
 
the performance period for that
Incentive-Based Compensation,
 
while the Company has a class of securities
 
listed on NYSE, and
 
during the three completed fiscal years
 
immediately preceding the date that the
 
Company
is required to prepare a Restatement (the
 
“Recovery Period”).
 
Notwithstanding this look-back requirement,
 
this Policy shall only apply to Incentive-
Based Compensation received on or after
 
October 2, 2023 (the effective date of the
 
Listing
Standard).
 
For purposes of this Policy, Incentive-Based Compensation shall be deemed
 
“received”
in the Company’s fiscal period during which the
 
Financial Reporting Measure (as defined herein)
 
 
 
 
Classification:
 
Confidential
Status:
 
Final
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specified in the Incentive-Based Compensation
 
award is attained, even if the payment
 
or grant of
the Incentive-Based Compensation occurs after
 
the end of that period.
B.
Transition Period.
 
In addition to the Recovery Period, this Policy
 
applies to any
transition period (that results from a change
 
in the Company’s fiscal year) within or immediately
following the Recovery Period (a “Transition Period”),
 
provided that a Transition Period between
the last day of the Company’s previous fiscal year
 
end and the first day of the Company’s new
fiscal year that comprises a period of nine
 
to 12 months will be deemed a completed
 
fiscal year.
 
For clarity, the Company’s obligation to recover erroneously awarded Incentive-Based
Compensation under this Policy is not dependent
 
on if or when a Restatement is filed.
C.
Determining Recovery Period.
 
For purposes of determining the relevant Recovery
Period, the date that the Company is required
 
to prepare the Restatement is the earlier
 
to occur
of:
 
the date the Board, a committee of the
 
Board, or the officer or officers of the Company
authorized to take such action if Board action
 
is not required, concludes, or reasonably
should have concluded, that the Company is
 
required to prepare a Restatement,
 
and
 
the date a court, regulator, or other legally authorized body directs
 
the Company to
prepare a Restatement.
IV. AMOUNT SUBJECT TO RECOVERY
 
A.
Recoverable Amount.
 
The amount of Incentive-Based Compensation
 
subject to
recovery under this Policy is the amount
 
of Incentive-Based Compensation received that
exceeds the amount of Incentive-Based
 
Compensation that otherwise would
 
have been received
had it been determined based on the restated
 
amounts, computed without regard
 
to any taxes
paid.
 
B.
Covered Compensation Based on the
 
Company’s Common Share Price or TSR.
 
For Incentive-Based Compensation based
 
on the price of the Company’s common shares
 
or total
shareholder return (“TSR”), where the amount
 
of erroneously awarded Incentive-Based
Compensation is not subject to mathematical
 
recalculation directly from the information
 
in a
Restatement, the recoverable amount
 
shall be based on a reasonable estimate
 
of the effect of
the Restatement on the share price or TSR upon
 
which the Incentive-Based Compensation
 
was
received.
 
In such event, the Company shall maintain
 
documentation of the determination of that
reasonable estimate and provide such documentation
 
to the NYSE.
V. EXCEPTIONS
 
The Company shall recover erroneously
 
awarded Incentive-Based Compensation
 
in
compliance with this Policy except to the
 
extent that the conditions set out below
 
are met and the
Board has made a determination that recovery
 
would be impracticable:
 
 
A.
Direct Expense Exceeds Recoverable
 
Amount.
 
The direct expense paid to a third
party to assist in enforcing this Policy would
 
exceed the amount to be recovered;
 
provided,
however, that before concluding it would be impracticable to recover
 
any amount of erroneously
awarded Incentive-Based Compensation based
 
on the anticipated expense of enforcement,
 
the
Company shall make a reasonable attempt
 
to recover such erroneously awarded Incentive-
Based Compensation, document such reasonable
 
attempt(s) to recover, and provide that
documentation to the NYSE.
 
 
 
 
 
 
Classification:
 
Confidential
Status:
 
Final
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B.
Violation of Home Country Law.
 
Recovery would violate applicable Norwegian
 
law
where that law was adopted prior to November
 
28, 2022; provided, however, that before
concluding it would be impracticable to recover
 
any amount of erroneously awarded Incentive-
Based Compensation based on violation
 
of Norwegian law, the Company shall obtain an opinion
of Norwegian counsel, acceptable to the NYSE,
 
that recovery would result in such a violation,
and shall provide such opinion to NYSE.
 
C.
Recovery from Certain Tax-Qualified Retirement Plans
.
 
Recovery would likely
cause an otherwise tax-qualified retirement
 
plan, under which benefits are broadly available
 
to
employees of the Company, to fail to meet the requirements of 26 U.S.C.
 
401(a)(13) or 26 U.S.C.
411(a) and regulations thereunder.
VI. PROHIBITION AGAINST INDEMNIFICATION
 
The Company shall not indemnify any
 
Executive Officer or former Executive Officer
against the loss of erroneously awarded Incentive-Based
 
Compensation.
VII. DISCLOSURE
 
The Company shall file all disclosures with
 
respect to recoveries under this Policy
 
in
accordance with the requirements of all
 
the U.S. federal securities laws, including
 
the disclosure
required to be included in applicable Securities
 
and Exchange Commission (“SEC”)
 
filings.
VIII. DEFINITIONS
Unless the context otherwise requires, the
 
following definitions apply for purposes of
 
this
Policy:
 
 
“Executive Officer” means
the Company’s president, principal financial officer, principal
accounting officer (which may be the same individual
 
as principal financial officer, but if there is
no such accounting officer, the controller), any vice-president of the Company
 
in charge of a
principal business unit, division, or function
 
(such as sales, administration, or finance),
 
any other
officer who performs a policy-making function, or
 
any other person who performs similar
policymaking functions for the Company. Executive officers of the Company’s subsidiaries
 
are
deemed Executive Officers of the Company if they
 
perform such policy making functions for
 
the
Company. Policy-making function is not intended to include policymaking
 
functions that are not
significant. Identification of an Executive Officer for
 
purposes of this Policy will include at a
minimum executive officers identified pursuant
 
to 17 CFR 229.401(b).
 
 
“Financial Reporting Measures” means
 
any of the following: (i) measures that are
determined and presented in accordance with
 
the accounting principles used in preparing
 
the
Company’s financial statements, and any measures
 
that are derived wholly or in part from such
measures, (ii) stock price and (iii) TSR.
 
A Financial Reporting Measure need
 
not be presented
within the Company’s financial statements or included
 
in a filing with the SEC.
 
“Incentive-Based Compensation”
means any compensation that is granted,
 
earned, or
vested based wholly or in part upon the attainment
 
of a Financial Reporting Measure.
IX. AMENDMENT; TERMINATION
.
 
 
 
Classification:
 
Confidential
Status:
 
Final
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The Board may amend this Policy from time
 
to time and may terminate this Policy at any
time, in each case in its sole discretion.
X.
 
EFFECTIVENESS; OTHER RECOUPMENT
 
RIGHTS
This Policy shall be effective as of December 1,
 
2023. Any right of recoupment under this
Policy is in addition to, and not in lieu of,
 
any other remedies or rights of recoupment
 
that may be
available to the Company and its subsidiaries
 
and affiliates under applicable law or pursuant to
the terms of any similar policy or similar
 
provision in any employment agreement,
 
equity award
agreement or similar agreement.