The extra general meeting on March 12, 2021 resolved to adopt guidelines for the remuneration to senior executives. The main content of the guidelines is presented below.
Guidelines for remuneration to senior executives include board members, the CEO and persons who report directly to the CEO. The guidelines shall be applied to fixed basic salary and variable compensation agreed, and to changes made to such compensation, after the guidelines have been adopted by the General Meeting. The guidelines do not include remuneration decided by the Annual General Meeting or other remuneration paid to senior executives and which is not expressly stated in these guidelines.
The Board shall have the right to temporarily waive, in whole or in part, the guidelines if, in an individual case, it is considered that a deviation from the guidelines is justified from a business perspective according to the Board’s assessment.
The remuneration to senior executives consists of a fixed basic salary and variable remuneration. In addition, the General Meeting may – and regardless of the guidelines – decide on share or share price related remuneration.
The Company’s board members must in special cases be able to be paid for positions within their respective areas of expertise, which do not constitute board work. A market-based fee shall be payable for these services, which must be approved by the Board and notified at the Annual General Meeting.
Fixed basic salary
A fixed basic salary for the CEO and other senior executives is reviewed annually.
The variable compensation shall consist of two parts. One part is determined by certain objectives for the Company being achieved, while the other part is determined by individual objectives being achieved.
The main part of the variable remuneration is linked to the Company’s financial targets, while the individual part constitutes a smaller portion of the same.
Objectives for the CEO are proposed by the Remuneration Committee and decided by the Board, while objectives for other senior executives are proposed by the CEO and decided by the Remuneration Committee.
Objectives are decided during the first quarter of each financial year, and the performance in relation to the target is measured and payment is made as soon as possible after the annual general meeting has adopted the annual report for the qualifying year.
The variable remuneration can amount to a maximum of 30% of the fixed basic salary for the CEO and CFO and 20% of the fixed basic salary for other senior executives.
During the notice period, the employment contract is valid. If severance pay should be paid, no variable compensation is paid for the period after the expiry of the notice period. The variable remuneration shall be pensionable.
Long-term incentive programs
Senior executives may be offered incentive programs which primarily shall be stock or share price related. Share and share price-related incentive programs shall be decided by the Annual General Meeting and are therefore not covered by these guidelines.