The company’s remuneration guidelines apply to remuneration to members of the senior management which includes the Group CEO and the Group CFO, the CTO, Head of Legal, Head of Compliance, Operational CEO and others who might become part of the group management, as well as to any remuneration to members of the board other than approved director fees.
The guidelines do not apply to any remuneration resolved upon or approved by the general meeting and are only applicable to remuneration agreed, and amendments to remuneration already agreed, after the adoption of the guidelines by the annual general meeting. In order to comply with mandatory rules or established local practice, remuneration of employees subject to rules outside Sweden may be adjusted however taking into account, to the extent possible, the overall purpose of the guidelines.
General remuneration principles
The objective of the guidelines is to ensure that the company can attract, motivate and retain senior executives with the expertise and experience required to successfully implement the company’s business strategy and to achieve the company’s long-term interests, including sustainability. The guidelines shall also stimulate an increased interest in the business and the result as a whole as well as increase the motivation of the senior executives and increase belonging within the company. The guidelines’ purpose is further to create alignment between the company’s shareholders and the senior executives. The guidelines shall also contribute to a good ethics and culture within the company.
In order to achieve the company’s business strategy, the total annual remuneration shall be based on conditions that are market-based and competitive. Remuneration to the senior management shall consist of a fixed and, for some senior executives, variable salary. These components shall create a well-balanced remuneration reflecting individual competence, experience, responsibility and performance, both short-term and long-term, as well as the company’s overall performance.
Types of remuneration
The remuneration covered by these guidelines shall consist of fixed cash salary, possible variable cash salary, pension and other customary benefits.
Principles for fixed cash salary
The senior executives’ fixed salary shall be in line with market practice and competitive on the labor market and based on each senior executive’s individual competence, experiences, responsibilities and performance. A review of the fixed salary shall be carried out on an annual basis for each calendar year.
Principles for variable cash salary
The variable remuneration shall be based on the outcome of actual predetermined targets based on the company’s business strategy and business plan. The targets may include both financial and operational goals. The remuneration shall also be based on a set of predetermined and measurable performance criteria for the relevant senior executive aimed at promoting the company’s long-term value creation. The performance criteria may be individualized, quantitative or qualitative and are to be established and documented annually. The extent to which the criteria for awarding variable cash salary have been satisfied shall be determined when the relevant measurement period of the criteria has ended. The remuneration committee of the board of directors is responsible for the evaluation of the variable salary to the managing director. The managing director is responsible for the evaluation of the variable salary for other members of the senior management. Any variable salary may not amount to more than the higher of (i) 200 per cent of the annual fixed salary, and (ii) EUR 1,000,000.
Principles for pension benefits
Some of the company’s senior executives are entitled to receive pension benefits in accordance with local practice or collective agreement provisions. Pensions shall be premium defined. Pension premiums shall amount to not more than 40 per cent of the annual fixed salary.
Principles for other benefits
The company may provide other benefits to senior executives in accordance with local practice. Such other benefits can include, for example, company health care. Occasionally, housing allowance, paid schooling for underage children or travel allowances may be granted. Premiums and other costs relating to such benefits shall amount to not more than 30 per cent of the annual fixed salary.
Remuneration during period of notice and severance pay
Fixed cash salary during notice periods and severance payment (including any payments for restrictions on competition) may not exceed, in aggregate, an amount equivalent to the fixed cash salary for 12 months.
Principles for consultancy fees to board members
To the extent board members perform work for the company outside the scope of the ordinary board work, consultancy fees on market terms may be paid in addition to any board fees resolved upon by the general meeting.
Share-related incentive programs
Remuneration resolved by the general meeting is not covered by these guidelines. Accordingly, these guidelines do not apply to any share related incentive programs resolved by the general meeting.