Nordic Semiconductor ASA (NOD) Earnings Call Transcript & Summary

Hello. We're again gathered for an ordinary general meeting in the Nordic Semiconductor ASA, and it's a great pleasure for me to welcome you. My name is Birger Steen, and I am Chair of the Nordic Semiconductor Board. And I have the pleasure of welcoming you to this virtual general meeting where all shareholders participate online. Let me, first of all, say thank you to shareholders who have logged in today. As you all know, the proximate reason we hold this meeting virtually is that the authorities have recommended to avoid large assemblies. And there's also a temporary law in place that allows for general meetings to be held without physical attendance. We also believe, however, that an online solution is shareholder-friendly and makes the general meeting more accessible to all shareholders. I will now hand over to [ Kina Reksta ], who will chair our meeting today.

With some practical information, items for voting will be open once we have registered the shares represented here today. This will happen in a few minutes so that we are able to register all shareholders that are logged in. The opportunity to vote on the items will then appear clearly on your screen. And if you go away from the poll, you will find it again by clicking on the bar chart symbol that will appear on your screen either on the top or on the bottom, depending on whether you are logged in via browser or an app. We will open all items on the agenda here today at once and you choose how you vote by pressing the buttons for, against or abstain on the individual items. You are free to submit voting on all items at any time when the poll is open. And you may change your voting at each item along the way until the individual item is closed. We close the items on the agenda today as the general meeting resolves them. In the short time it takes us to close an item, the opportunity to vote on the remaining items will temporarily disappear for the shareholders. The voting you have already made on the remaining items will, of course, still be registered when the remaining items are reopened for voting. When it comes to logged in shareholders who have given proxy advanced votes or instructions, what you have voted for is linked to your account, but you will not see an online confirmation of this. If you when logged in, do nothing, previously submitted votes will be what you vote. You may change your previously given votes by item by voting live today. We point out that if you should click cancellation on the items in the poll, you will cancel previously given registrations. If you are in doubt, it will, in no case, be wrong to vote again live today on the items now that you have logged in. For shareholders who wish to ask questions or comment on items on the agenda [Operator Instructions]. We point out that you will be identified by name, but not shareholding and that your comment will be made visible to shareholders who are logged in. A red dot will appear on the message symbol for everyone who is logged in every time a new comment is published. Shareholders are welcome to submit questions and comments on the items on the agenda whenever they wish, and these will be answered once we process the item. Please also note that we will perform a moderation of the questions that are sent in. If we get a repeated question, we might not publish it and all technical questions will not be answered by the meeting. Okay. So let's move on to the list of represented shareholders here today. We have the following shares represented. So we have 671,735 shares on the web. We have 607,239 shares represented by proxy. We have 62,737,084 shares represented by instructions to the Chairman of the Board. And then we have 24,289,151 shares that have advanced votes. In total, there are 88,305,209 shares represented here today and this gives a percentage -- total voting capital represented of 46.24%. Good. Okay. It is now closed for additional shareholders to log in and be registered. But if and any of you who are logged in, for some reason, should lose the connection or want to log in from another unit, it is possible for you to log in again. So the opportunity to vote on the items will now be open, and we proceed to first item on agenda, which is opening of the item, so that we've done. So we proceed to item #2. We ask that shareholders who have not yet voted or should wish to cancel their voting, do so immediately. So election of meeting Chair and individual to sign the meeting. So the proposal is that I chair the meeting. And we have proposed that Pal Elstad, CFO; and Marianne Frydenlund, Legal Director of Nordic Semiconductor ASA, sign the meeting minutes. So please cast your votes. We'll give you a minute to do so. [Voting]

And for those of you who did not understand the explanation on how to vote, this is also described on the info page so you may go back there. So we are now waiting a little bit so that everyone has the opportunity to vote, and we point out that you are also free to vote on the remaining items already now. [Voting]

Okay. So we have closed the voting polls for agenda item 2. And we have 100% for, but we also have 3,334,851 shares that abstained from voting. Okay. Can we move on to agenda item 3? Good. So agenda item 3, approval of the invitation and the agenda. So I invite you to vote on this. And again, we're giving you a minute. There's a lag on the webcast. So it may seem like an eternity, but it's not. [Voting]

Okay. We have closed the vote. So there's 84,320,881 for giving a percentage of 100%. But it's still the same 3,314,151 shares abstaining. So then we move on to item 4 and I invite you to vote. And on this particular item, I give the word back to our Chair, Birger Steen.

Thank you, [ Kina ]. And I thought before we proceed, it would be appropriate to give you a short recap of the year that we have recently closed and which is described in our excellent annual report, which I'm sure you have had the opportunity to peruse. 2020 started as a very challenging year. We entered the first quarter with high uncertainty around supply because of the -- and production of many of the products based on our semiconductors because of the corona epidemic erupting in China, and of course, continued into Q2 where uncertainty was amplified by the corona epidemic in the rest of the world. We are very pleased to have concluded, though, arguably the most successful year in the history of the company, where revenue grew past the $300 million mark to $400 -- more than $400 million. Gross margins kept increasing. And our EBITDA margin as well really show the scalability of our business model. That said, we also were able to, in this environment to continue growing our talent base, which is the key driver for our continued growth as a company. And we even completed acquisition of Wi-Fi technology through a team from Imagination, 81 new employees for Nordic. So we are now above 1,000 employees for the first time in the company's history. Our R&D expenses -- or R&D investments continued at a high level, but due to the high growth in revenues is now the somewhat lower share of revenues than previously. We have guided that we foresee 20% or more in R&D expenses as a percentage of revenue as, in a way, a cost of staying in this business in the long term. But it's great to see that operational leverage now is visible also on the EBITDA line. We have made an increased investment in both helping serve customers that solve big problems. You see some of them here mapped to the United Nations Sustainable Development Goals. And perhaps the most selling feature of this picture is how many different Sustainable Development Goals are actually being helped by the customers that -- by the applications that our customers develop. And I think if we really went down and looked, you would even find quite a few products even behind the tabs here that don't have a picture of a Nordic-powered product yet. So I encourage you to go and read our sustainability report. It's been built out quite substantially to talk in-depth about many of the solutions that we enable to make the world a better place. And if you think about it from a somewhat higher level, a lot of the challenges the world is meeting today -- or facing today are challenges of a lack of information: lack of information to consumers, lack of information to producers to optimize value chains or predict maintenance, other problems and lack of information for regulators who need information to say tax submissions at an appropriate rate. And our products fill that gap. We are the semiconductors that sense and make sense of and report the data that can be used for these kinds of scenarios. So we see ourselves as playing a major role in helping solve some of the biggest challenges that we are facing as of 2021. We also have invested time and resources in cleaning up our own act, so to speak, in terms of the environmental impact of our own business and that of our customers and our partners. Our greenhouse gas emissions was reduced by almost 90% over the last 5 years and we are up to 93% of renewable energy in 2020. And total greenhouse gas emissions from wafer production and assembly has fallen by almost a 1/3 per revenue unit in the same period. And we intend to continue working with our partners and customers to make sure we address both Scope 1, Scope 2 and Scope 3 in terms of emissions going forward. And as I said, please take a look at our ESG report. We've spent a little time detailing this so that you could see better how the company works and how we impact the world at large. Finally, the Board, along with many other accountabilities, we, of course, have the ultimate responsibility for the company's capital structure. And we spent quite a lot of time in the Board on a regular basis to monitor and discuss our capital structure policy. And for 2020, we raised $124 million in new equity as we saw both high market uncertainty and the significant near-term growth and needs for increased working capital. So we took the opportunity to raise equity in the summer. Now in the longer term, our aim is primarily to provide shareholders with returns in the form of share appreciation, which has also been good over the year. But we also have a long-term goal of paying dividends based on surplus cash while we take longer-term growth targets and the capital needs of those targets -- or following from those targets into consideration. For 2020, we have proposed to the Annual General Meeting that the net profit of the parent company is transferred to other equity and that no dividend distributed for this year. Now as we go forward, updates to capital policy and dividend targets is something we normally share in conjunction with our capital markets days. We aim to do so in 2021 as well, where we contextualize this -- kind of contextualize this against the backdrop of our long-term financial models and capital needs. So stay tuned for this. An update will follow during the year. With that, thank you. I'd like to take this opportunity to congratulate company -- the company and the company's management with a fantastic year with simply stellar results achieved in the face of significant uncertainty and express the gratitude on behalf of the shareholders for the job that's been done. Back to you, [ Kina ].

Thank you, Birger. We also have Eivind from PwC. Eivind, would you like to share a few words as well?

Yes. I can do that, especially here also for auditors, of course. It's been going well, I think. Of course, we have been doing our procedures mostly digitally. But in cooperation with other locations, we have been able to do the things that we are obliged. So I think we have completed the audit in a fine way. And of course, we are giving unqualified audit opinion for the year 2020.

Thank you, Eivind. So I see no questions, so please cast your votes so we can move on the agenda. [Voting]

Okay. We've closed the votes. So we have 84,990,823 votes for. And we also have 3,314,236 votes abstaining. But 100% for. Okay. Then we move on to agenda item #5, which is the consideration of the Board of Directors report on corporate governance. This is a nonvoting item, and I'm just going to give a short recap of the corporate governance. So if you go to the annual report, Page 77, you will find the corporate governance report that the company has prepared. The company has no deviation from the recommendation on corporate governance given by the Norwegian Corporate Government Board, also called NUES. If you want to read more, please go to annual report, Page 77. Okay? We then move on to agenda item #...

There's a question.

There's a question. Is there any plan for a stock incentive program for employees? I see the employee-elected Board member doesn't get rewarded stocks in the proposal.

I can answer that. We'll come back to that on item 12, which is the long-term incentive plans. It's covered there.

Okay. Then we move on to agenda item #6, approval of compensation for the Board, the Nomination Committee and the auditor. So even though this is 3 different voting items, we will close them at once, but you can vote on each individual item. So I hand the word over to John Harald Henriksen, who is the Chair of the Nomination Committee. Go ahead, John Harald.

Thank you, [ Kina ]. So all the remuneration numbers are in the item 6 in the invitation. So we'll just comment on the changes from last year. Last year due to the COVID-19, there was no increase in the remuneration for the Board of Directors. This year, the committee has decided to recommend a 10% increase in the compensation, all payable in shares. We also recommend an increase in the remuneration to the Chair of the Audit Committee with NOK 5,000 per meeting. And also regarding travel allowance from the U.S., if travel is difficult due to the events such as the COVID-19, compensation will be lowered to USD 2,500 per ordinary board meeting. We also recommend that this applies for 2020. So with that, I think I'll hand it back to you, [ Kina ].

John Harald, there was a question from a shareholder. Do you want to raise that now or later?

Did you hear that, John Harald?

I can't see the questions.

No. I said that there was a question. You referred to a question you received from...

I thought we'll take that in the last -- on the election of board members. Yes.

So then we welcome you to cast votes on both item 6.1, 6.2 and 6.3. So please cast your votes. [Voting]

Okay. We've closed the votes. So let's first go through 6.1, which is the approval of compensation to the Board. So we have 74,889,985 shares for, representing 89.2%. That gives 9,085,459 shares against or 10.82%. And we also have 4,329,765 shares abstaining. Okay. Moving on to 6.2, approval of compensation to the Nomination Committee. Here, we have 84,962,394 shares for, giving 99.98%; against, we have 13,600 shares, so representing 0.02%; and abstaining 3,329,065 shares. And then finally, 6.3, approval of compensation to the auditor. We have 84,945,599 shares for, so that's 99.98%; the same, 13,600 shares against, so 0.02%; and then 3,325,860 shares abstaining. Okay. Then we move on to agenda item #7, power of attorney to purchase the company's own shares. I then give the word to Pal, our CFO.

Just referring to the invitation to the general meeting. Nordic Semiconductor has long-term incentive plans for all employees and to the executive management team. In order to settle these -- both options from previously and current restricted stock units, it's the Board because it's favorable to have the approval to buy shares in the company to use them to settle the outstanding long-term incentive plans. Yes. Thank you, [ Kina ].

So please cast your votes on item #7 or any other item that you may want to vote early on? We'll give you a minute to do so. [Voting]

Okay. So on agenda item #7, the power of attorney for repurchase of the company's own shares. We have 84,751,144 shares for, which is then 99.84%. We have 132,520 shares against, which equals 0.16%. And we also have 3,421,545 shares abstaining. Okay. We then move on to agenda item #8, power of attorney to increase the share capital. And Pal, back to you.

Thank you. So the Board also requests as last year the authority to increase share capital by up to 9.97% in the company. The reason they're -- we're requesting for this is to have the flexibility to either solve short-term needs to strengthen the balance sheet, or for example, if there's an interesting M&A opportunity coming up. So we're requesting up to 9.97%. Thank you, [ Kina ].

Okay. Thank you. Please cast your votes. [Voting]

Okay. So on agenda item #8, the power of attorney to increase the share capital, we have 78,723,259 shares for, which equals a 92.63% of the votes. And against, we have 6,266,841 or 7.37%. And we have 3,315,109 shares abstaining. Good. So moving on to agenda item #9, election of members to serve on the Board of Directors. So here, you vote on the individual board members, but we will close the item as one. So please cast your votes on all members. And I give the word back to John Harald Henriksen.

Thank you, [ Kina ]. So election. As the committee always does, we have done a thorough assessment of the competences, needs of the company and we have interviewed all the Board members individually. We have also met with the CEO and the CFO. We have, during our work, assessed the size of the Board and the Board's work. Broad industry experience and expertise within the strategic areas for the company have been important areas of consideration. And based on our assessment, we recommend reelection of all the shareholder-elected Board members. And maybe before we go to the voting, I also would like to add a comment from a shareholder. I would also like to add that the Nomination Committee has received a request from 1 large shareholder who asked the Nomination Committee in front of next year's AGM to especially consider holding the remuneration of the Board on par with this year and to consider decreasing the size of the Board to 5 persons. And I'd like to comment that, of course, these are items we will look at as with all requests from larger shareholders. So thank you, and back to you, [ Kina ].

Thank you. So please cast your votes now on item #9. So all the way A through G for all Board members. In the meantime, we can say that we've received a message from a participant. Just wanted to congratulate you with reaching a stock price of NOK 186 today. There is a strong belief in your business. Very nice. [Voting]

Okay. We've closed the vote. So let's go through the results. So on 9A, Chair Birger Kristian Steen, reelection. We have 66.86 million shares for, which is close to 100%; against, we have 180 shares; and abstaining, we have 21.4 million shares. Then we have Board member, Jan Frykhamma, also reelection. We have the same, 66.86 million shares for, so close to 100%; and then we have 330 shares against; the same 21 million -- 21.4 million shares abstaining. We move on to Inger Berg Ørstavik, reelection as well. We have 66.7 million shares for, representing 99.8%; 132,500 shares against; and 21.4 million shares abstaining. Then Anita Huun, reelection. We have 66.86 million shares for, no votes against, we have 21.4 million shares abstaining. Then we have Øyvind Birkenes, reelection. We have 66.7 million shares for and we have 132,680 shares against. The same 21.4 million shares abstaining. And then we have Endre Holen, reelection. 66.86 million shares for, so close to 100%; and 100 shares against; the same 21.4 million shares abstaining. And then finally, we have Annastiina Hintsa, reelection. 66.86 million shares for, close to 100%; and then 180 shares against; and the same 21.4 million shares abstaining. And that's it for agenda item 9. So moving on to election of members to serve the Nomination Committee, agenda item #10. We have -- Board has proposed reelection of all -- the whole current Nomination Committee. So we ask you to cast your votes now. So we have, again, the same. Please cast your votes on all. We will close at the same time. So we have Chair John Harald Henriksen and members, Viggo Leisner and Eivind Lotsberg. Please cast your votes. [Voting]

Okay. We've closed voting on agenda item 10. So for Chair John Harald Henriksen, we have 84 million -- 84.85 million shares for and -- which equals 99.84%; then we have 132,600 shares against, 0.16%; and then 3,322,060 shares abstaining. And then for B and C, so Viggo Leisner and Eivind Lotsberg. Both have 84.85 million for, so 99.84%; and then both have 132,680 shares against, 0.16% that equals; and 3,322,060 shares. So that resolves agenda item #10. So getting closer to the finish line. Let's move on to agenda Item #11. So amendment of the company's Articles of Association. So there's been suggestion to include a paragraph that allows shareholders to cast advanced votes. So at the moment, you're allowed to do that because of corona rules, but we want -- or the company wants and the Board wants shareholders to be able to do so in a regular year as well. So please cast your votes on agenda item #11 now. [Voting]

Okay. We've closed the votes. So 84,989,000 shares for, which is close to 100%; and then 50 shares against; and then we have 3,315,430 shares abstaining. Good. So we move on to agenda item 12 and 12.1. So we vote for these at the same time. And this is approval of the Board of Directors' guidelines on salaries and other remuneration of executive personnel, and approval of the long-term equity-linked incentive plan for executive management. So I give the word to Pal to explain a little more.

Thank you, [ Kina ]. So with the new regulations, the new Accounting Act and the new share law, the company has this year issued very detailed guidelines on compensation for executive personnel in the company. These guidelines in details describes how fixed salary is set, how short-term incentive plans are set and measured and also with kind of long-term incentive plans we have in place in the company. So the Board requests that these guidelines are approved by the shareholders. These guidelines is a long-term guideline and can be valid for several years. After -- in connection with next year's annual report, we will issue a detailed report on how the company has actually paid out on the guidelines established and approved by the Annual General Meeting. So that's point #12, approving the guidelines. We have the 12.1, which is related to the long-term incentive plan. In this item, the Board requests approval to issue restricted stock units to executive management team. Even if we don't have to, these items also include the description of the plan we have for employees. Nordic is operating in a highly competitive technology space, and we feel it's important to let all employees take part of the development of the company. So therefore, there will also be a restricted stock unit plan for all employees. And I believe this answers the question we had earlier. Yes, there is a long-term incentive plan for both executive management and all employees in the company. Back to you, [ Kina ].

Thank you. So we ask you to cast your votes now for these final 2 items. And in the meantime, while you vote, we can go through a question that's coming in. For those of us that enjoys this annual meeting as a physical meeting and long for the times prior to corona, will this meeting be held as a physical meeting in the future when the situation so allows?

Yes. So we've always had the pleasure of hosting the quarterly presentations and we have no intention to stop doing that when we are allowed to do it. And then in connection with that, we will also have the general meeting in physical. But of course, we've also seen that these web-based meetings are very efficient. So there will be -- definitely be a combination of this.

We received a question about dividend. When will you start this, already next year? Pal, you want to comment?

So I'll refer back to our Chair's comments. We will revert back to this in the next Capital Markets Day that we will have later in 2021. [Voting]

Okay. We've now closed the votes. So on agenda item 12. Not 12.1, but 12. We have 79,352,754 shares for, which is 93.4%; and then we have 5,622,086 shares against, so that is 6.6%; and then we have 3,329,749 shares abstaining. So that item is approved as well. 12.1, we have 79,108,785 shares for, which is 94.2%; we have 4,863,405 shares against, so that's 5.8%; and then we have 4,329,899 abstaining. So that's it. We've worked our way through the whole agenda. And for those who lost track, all agenda items have been approved. So thank you so much for joining this year's Annual General Meeting, and we'll see you next year or before.

Hopefully. Thank you.