The principles for remuneration of senior executives are approved by the shareholders at the Annual General Meeting once a year.
On the 2018 Annual General Meeting the following principles were adopted:
These guidelines will be valid for employment agreements entered into after the annual general meeting’s resolution and for changes made to existing agreements thereafter. The board of directors is entitled to disapply the below guidelines if there are specific reasons or needs in an individual case.
It is of fundamental importance to the company and its shareholders that the guidelines for remuneration to members of management within the group, in both a short and long term perspective, enable the group to attract and retain competent members of management and other employees. To achieve this it is important to sustain fair and internally balanced terms that are at the same time competitive on the market with respect to structure, scope and compensation levels.
The terms of employment for members of management shall consist of a balanced combination of fixed salary, annual bonus, long-term incentive program, pension and other benefits and terms for termination/severance payment.
The total annual cash remuneration, i.e. fixed salary, bonus and other long-term cash remuneration, shall be in accordance with market practice on the geographical market where the member of management operates. The total level of the compensation will be evaluated annually to ensure that it is in line with market practice for corresponding positions within the relevant geographical market.
The remuneration should be based on performance. It should therefore consist of a combination of fixed salary and bonus, where the variable remuneration forms a relatively substantial part of the total remuneration.
The annual report 2017 sets out details on the total remuneration and other benefits paid to the members of management during 2017.
Remuneration and remuneration forms
The remuneration system of the group consists of various forms of remuneration in order to create a well-balanced compensation that fosters and supports management and achievement of goals in both a short and long-term perspective.
The fixed remuneration shall be individually determined and shall be based on each individual’s responsibility and role as well as the individual’s competence and experience in the relevant position.
Members of management have an annual bonus that is payable on an annual basis. The annual bonus is structured as a variable part of the fixed salary. Bonus goals shall primarily be based on the outcomes of financial objectives for the entire group, financial goals for the business unit for which the member of management is responsible, as well as clearly defined individual goals with respect to specific assignments. The latter is to ensure that the member of management also focuses on non-financial targets of specific interest.
Bonus related financial objectives for the group shall be established by the board of directors annually in order to ensure that they are in line with the group’s business strategy and profit targets. On behalf of the board of directors, the compensation committee establishes the financial objectives for individual units proposed by the managing director.
The part of the total remuneration consisting of annual bonus varies depending on position and may amount up to 50 per cent of the fixed annual salary at full goal achievement. The bonus goals are constructed so that no bonus will be paid if a certain minimum performance level is not achieved.
Long term incentive program
In order to foster a long-term perspective in the decision-making and to ensure long-term achievement of goals, remuneration can also be made up of long-term incentive programs.
Long term incentive programs shall be subject to the achievement of defined and measureable targets and aim at making the company a more attractive employer, and contribute to the company’s ability to retain key employees within the group as well as to recruit new key employees.
Long term incentive programs that are share or share price related require approval by the general meeting, whereas other long term incentive programs may be implemented by the board of directors.
Provided that the general meeting resolves in accordance with the proposal for these guidelines for remuneration to members of management, the board of directors intends to implement a long term incentive program that is not share or share price related. The performance criterion for the program will be based on the return of capital employed over a period of not less than three years. The cash remuneration to participants, assuming the target is satisfied, shall not exceed 50 per cent of the participant’s fixed annual salary. The program may be a yearly recurring program.
When entering into new pension agreements with members of management who are entitled to pension, the pension shall be based on defined contribution plans. Members of management who are employed in Sweden retire by the age of 65 and other members of management in accordance with local regulations on pension. As a main principle, pension premiums are based solely on fixed salary. Certain adjustments may occur in individual cases in accordance with local market practice.
Other benefits, such as company car, compensation for healthcare and health and medical insurance etc., shall form a minor part of the total compensation and shall correspond to what may be deemed common market practice in each geographical market.
In addition to the above described remunerations, agreements on additional remunerations may be made in exceptional situations, for example when considered necessary to attract and retain key personnel or induce individuals to move to new places of service or accept new positions. Such special remunerations shall be limited in time and may not exceed 36 months. Further, such remuneration must not exceed an amount equivalent to two times the remuneration the individual would have received in the absence of an agreement on special remuneration.
Terms for dismissal and severance payment
The managing director and other members of management have a notice period of up to 12 months. Fixed salary during a period of notice and severance pay may not together exceed an amount equivalent to the individual’s fixed salary for two years. Upon termination of the employment, local practice on the geographical market where the member of management operates shall be complied with.
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