Guidelines for remuneration to senior management adopted by the Annual General Meeting 2019.
The Company shall offer competitive and market rate terms with respect to remuneration and other employment terms in order to recruit and retain senior executives. The total remuneration to senior executives consists of fixed salary, variable salary, pension premium and share related compensation. Both the fixed and variable salary are set individually on a yearly basis. The variable salary has a stipulated maximum amount. Except for the managing director and certain other senior executives, the variable salary cannot exceed the fixed salary. The variable salary is based on outcomes in relation to targets determined annually, mainly in relation to the Company's revenue and operating profit and individual targets adapted to each executive. If the targets are achieved 50 percent of the maximum variable salary will be paid, but if the targets are exceeded up to 100 percent of the variable salary may be paid.
Senior executives can be given the opportunity to participate in share-based incentive plans decided by the shareholders’ meeting, whereby remuneration may also be in the form of share-based compensation, provided the share-based incentive program’s objectives and the other conditions are met. The model for variable salary, as well as determining the outcome of the variable salary for senior executives, is determined by the board of directors following a proposition by the remuneration committee.
Remuneration for the managing director is decided by the board of directors following a proposition by the remuneration committee.
Pension agreement for the managing director is decided by the board of directors following a proposition by the remuneration committee and represents 30 percent of the fixed salary.
Other senior executives in Sweden have pension agreements that fall within the ITP-plan with a stipulated retirement age of 65 and pension premiums related to the salary of the employee. Pension premiums will be paid regularly.
In case of termination of the managing director’s employment, the Company will observe a notice period of six months and the managing director a notice period of six months towards the Company. A severance pay corresponding to six months fixed salaries will apply if the Company terminates the employment. The managing director is entitled to a severance pay corresponding to six months salaries if the ownership in the Company is changed to the extent that there are new majority shareholders. Dismissal pay and severance pay will be reduced in relation to any other earned income. For all other senior executives a notice period of three to twelve months applies.
The board reserves the right to deviate from the proposed guidelines, if there are particular reasons at hand in a specific case.