In 2011, the Board of Gjensidige Forsikring ASA decided to introduce a share savings programme for employees of the Group with the exception of employees of Gjensidige Baltic. All employees of the Group were given an opportunity to buy shares for up to NOK 75,000. In 2012, the scheme will was turned into a share savings programme, whereby all permanent employees of the Group were given an opportunity to save an annual amount of up to NOK 75,000. Saving took the form of fixed deductions from salary that are converted into shares four times a year. The employees are offered a discount in the form of a contribution of 20 per cent, limited upwards to NOK 1,500 kroner per year, which corresponds to the maximum tax-exempt discount. Employees will receive one bonus share for every four shares they have owned for more than two years, provided that they are still employed by the Company or have become retired.
Weighted average share price (NOK) 68.25 75.62 64.13 Expected turnover 0 % 10 % 10 %
Lock-in period (years) 3 2 2 Expected dividend (NOK per share) 6.98 6.98 4.63
The number of and weighted average exercise price for bonus shares in the share savings programme are
Weighted average exercise price will always be 0, since the scheme comprises bous shares and not options.
Bonus shares in the 2012 financial year had a weighted average fair value of NOK 59.10 (52.27) at the time of allocation. The fair value is calculated based on the market value of the share at the time of allocation.
Shares granted in the 2012 financial year had a weighted average fair value of NOK 68.25 at the time of allocation. The fair value is calculated based on the market value of the share at the time of allocation.
The value of shares granted that are to be cash-settled are based on the share price at the time of reporting. This was NOK 79.40 as at 31 December 2012.
The consolidated accounts have been prepared in accordance with the EU-approved International Financial Reporting Standards (IFRS) and interpretations, together with the additional disclosure requirements that derive from the Regulations concerning annual accounts for insurance companies pursuant to the Norwegian Accounting Act and that shall be adopted as per 31 December 2012. The annual accounts for the parent company were submitted in accordance with the Accounting Act and the Regulations concerning annual accounts for insurance companies as per 31 December 2012. The Board’s Report for the Group and the parent company is in accordance with the requirements of the Accounting Act and Norwegian Accounting Standard no. 16 as per 31 December 2012.
To the best of our knowledge: • the annual accounts for 2012 for the Group and the parent company have been prepared in accordance with current accounting standards • the information in the accounts gives a true and fair view of the Group’s and the parent company’s assets, liabilities and financial position and results as a whole as per 31 December 2012
Hans-Erik Andersson Per-Arne Bjørge Gisele Marchand Board member Board member Board member
Gunnar Mjåtvedt Kjetil Kristensen Mette Rostad Board member Board member Board member
Auditor's report Gjensidige Insurance Group 188 I Gjensidige annual report 2012 Gjensidige annual report 2012 I 189
Gjensidige Insurance Group 188 I Gjensidige annual report 2012 Gjensidige annual report 2012 I 189
In accordance with the instructions for the Control Committee, the committee has reviewed the minutes of the Board of Directors' meetings in 2012 and the pertaining case documents. The committee has regularly reviewed the Company's interim accounts and important key figures. Furthermore, regular quarterly meetings have been held with the Group Controller, the Chief Risk Officer, the Group Compliance Director and the Director for internal audits.
Statement by the Supervisory Board Gjensidige Insurance Group 190 I Gjensidige annual report 2012 Gjensidige annual report 2012 I 191
The Supervisory Board’s Statement on the Board of Directors’ Report and the annual parent company accounts and consolidated accounts for Gjensidige Forsikring ASA for 2012
At the meeting of 21 March 2013 the Supervisory Board reviewed the Board of Directors’ report and the annual parent company accounts and consolidated accounts for 2012 for Gjensidige Forsikring ASA, including the proposal for the distribution of the annual profit.
The Supervisory Board recommends that the general meeting approves the distribution of the parent company’s profit before components of comprehensive income of NOK 3.875,7 million as proposed by the Board of Directors: Dividends NOK 3.425,0 million Transferred to restricted funds NOK (183,5) million Transfer to other unrestricted reserves NOK 634,3 million