At the first meeting of the new Board after the 2023 Annual General Meeting, the Board appointed a Remuneration Committee made up of Peter Rejler (Chair), Lisa Rejler and Patrik Boman.
Guidelines for senior executives
The annual general meeting 2020 has decided on the following guidelines for remuneration to the Managing Director and other senior executives of the Group. The guidelines also apply to prospective compensation to the members of the Board of Directors in excess of the Board of Directors’ fee.
The guidelines apply to remuneration agreed to after the Annual General Meeting 2020 and to amendments to already agreed remunerations which are made thereafter. These guidelines do not apply to issues or transfers that fall within Chapter 16 of the Swedish Companies Act or fees and other remuneration resolved by the General Meeting. For employments governed by regulations other than Swedish, pension benefits or other benefits may be duly adjusted for compliance with mandatory rules or established local practice, considering, to the extent possible, the overall purpose of these guidelines.
The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability
In order to successfully implement the Company’s business strategy and safeguard the Company’s long-term interests, including its sustainability, it is required that the Company is able to recruit and retain qualified employees. The Company’s vision is to be a platform for continuous learning, development and growth in order to be competitive and attract the most qualified employees. The Company aspire to offer a competitive total compensation at market level and thereby be able to attract and retain qualified employees.
Forms of remuneration, etc.
The remuneration shall be at market level, be in relation to responsibility and authority and consist of the following components: fixed salary, any variable remuneration and other compensation in accordance with separate agreements, pension and other benefits. The General Meeting may in addition – irrespective of these guidelines – resolve on, for instance share or share price-based remuneration
The fixed salary shall constitute the base of the total compensation and shall consist of fixed cash salary, which shall be reviewed annually. The fixed salary shall be competitive and reflect the requirements of the position regarding competence, responsibility, complexity and in which way the remuneration promotes the business goals.
In addition to the fixed salary, the Managing Director and other senior executives of the Group may, in accordance with separate agreements, receive variable remuneration upon fulfilment of predetermined criteria. Any variable remuneration shall consist of annual variable cash salary and may not exceed 65 per cent of the fixed annual salary.
The variable renumeration shall be linked to one or several predetermined and measurable objectives. The objectives can be both qualitative, which shall be in line with long-term financial goals such as the Group’s profit growth, budget and marginal goals, and quantitative, which shall be objectives that aim for achievement of the Company’s vision and strategy and which may include, for instance, activities that affect leadership, brand, business professionalism and recruitment. The objectives are linking the senior executive’s remuneration to the Company’s result and vision, and therefore promote the accomplishment of not only the Company’s business strategy but also the Company’s long-term interests and competitiveness.
When the measurement period for fulfillment of the criteria for payment of variable remuneration has been completed, the extent to which the criteria have been fulfilled shall be assessed. In regard to financial targets, the assessment shall be based on the latest financial information made public by the Company.
Further compensation, which is not based on achievement of objectives in accordance with the variable remuneration, may be paid for the purposes of recruit or retain senior executives. Such compensation shall be paid in exceptional cases and shall fall within the limits of the maximum variable remuneration based on fulfilment of objectives as described above, whereby this compensation together with the variable remuneration may not exceed 65 per cent of the fixed annual salary.
For the Managing Director and other senior executives of the Group who are not subject to defined benefit pension under mandatory collective agreement provisions the pension benefits, including health insurance, shall be fixed and the premiums may not exceed 35 per cent of the fixed annual salary.
Other benefits, which may include car benefit and health care insurance, shall be at market level and constitute a limited share of the total remuneration.
Termination of employment
The notice period for termination for the Managing Director and other senior executives of the Group shall be a maximum of twelve months when termination is made by the senior executive. When termination is made by the Company, the notice period shall normally be six months but not exceed twelve months. When termination is made by the Company, severance may be paid with an amount corresponding to a maximum of twelve months fixed salary.
Remuneration to the Board of Directors
The Company’s members of the Board of Directors, elected by the General Meeting, may under certain circumstances and during a limited period be paid for services, which is not part of the work of the Board of Directors, within their field of competence. The remuneration for such services (including services conducted by a company wholly owned by the member of the Board of Directors) shall be at market level and the services shall contribute to the Company’s business and long-term interest, including sustainability.
Salary and employment conditions for employees
In the preparing of the Board of Directors’ proposal of these guidelines, the salary and employment terms of the Company’s employees have been considered through the inclusion of information on the employees’ total compensation, the components of the remuneration and the remunerations increase and growth rate over time in the Renumeration Committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable.
Preparation and decision procedure
The Board of Directors has established a Renumeration Committee and considered it more appropriate that the entire Board of Directors should perform the tasks of the Remuneration Committee. The Committee’s tasks include, among other things, to prepare principles for remuneration to the senior executives of the Group and prepare the Board of Directors’ resolution regarding proposal for guidelines for remuneration to senior executives. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and present it to the General Meeting. The guidelines shall be in force until new guidelines are adopted by a General Meeting.
The Remuneration Committee shall also monitor and evaluate programmes for variable remuneration for the senior executives of the Group, the application of the guidelines for salary and other remuneration to the executives as well as the current remuneration structures and compensation levels in the Company. The Managing Director or other senior executives do not participate in the Board of Directors’ processing of, and resolutions regarding, remuneration-related matters if they are affected by such matters.
Deviations from the guidelines
The Board of Directors may resolve to deviate from the guidelines, in whole or in part, if in a specific case there is special cause for the deviation and a deviation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As stated above, the Remuneration Committee’s duties include preparing the Board of Directors’ resolutions regarding remuneration-related matters, including resolutions to deviate from the guidelines.
Information regarding previously resolved remuneration that has not fallen due for payment
On 10 June 2019, new regulations were implemented in the Swedish Companies Act, inter alia regarding the wording of the guidelines for remuneration. According to the transitional provisions, the proposal for guidelines for remuneration shall contain information regarding previously resolved remuneration that has not fallen due for payment. Save for the obligation to continuously pay remuneration such as fixed salary, pension and other benefits there is no previously resolved remuneration that has not fallen due for payment.
The Group issued designated convertibles to employees in senior positions and key persons according to resolutions passed by the Annual General Meeting held on 3 May 2019 and the Extraordinary General Meeting held on 18 November 2019. The aim of the programme is to be a competitive employer, create an incentive for the Company’s key individuals to increase the share value of the Company, increase and spread shareholdings amongst key individuals, reward performance and motivate key individuals to stay with the Company.
Subscriptions to convertibles take place after three and four years respectively at market price in accordance with an appraisal from KPMG at the request of the Board. In its appraisal, KPMG applied such methods that were deemed generally accepted among the market’s professional actors in the validation of comparable securities.
The employees’ holdings of convertibles are not subject to any restrictions on the right of disposal.
The programme does not entail any personnel expenses.
In August 2022, the first programme fell due and 233,220 Class B shares were issued. The remaining outstanding convertible programmes from 2019 amount to SEK 24,000,000 with the possibility of conversion in February 2024