Remuneration and incentive programs
Remuneration and incentive programs
Remuneration to board members
At the Annual General Meeting on April 25, 2024, it was decided that board fees for the period up to the next annual general meeting shall be paid SEK 566,000 to the chairman of the board and SEK 257,000 to other board members. Fees for work in the Audit Committee were set at SEK 100,000 for the chairman and SEK 50,000 for the other two members. For the Corporate Governance committee, a fee of SEK 150,000 was decided to the chairman and SEK 75,000 to other members. The chairman of the remuneration committee receives SEK 50,000, while the other members receive SEK 25,000 each.
Guidelines for remuneration to senior executives
Remuneration to the Company’s senior executives is determined by the Board in consultation with the Remuneration Committee. At the extraordinary general meeting on October 4, 2021, guidelines were adopted for remuneration to the CEO and other senior executives.
The main principle is that compensation should support the company’s business strategy, long-term goals and sustainability and counteract unhealthy risk-taking. The compensation must also ensure a competitive total compensation.
The compensation must be market-based and consist of a fixed salary, pension benefits and other benefits. The general meeting can also decide on share and share price-related remuneration.
For the CEO, premium defined pension benefits apply with a pension premium corresponding to a maximum of 30% of the annual fixed salary. Other senior executives are covered by the ITP plan in accordance with current collective agreements. Other benefits, such as life insurance, health insurance and car benefits, may correspond to a total of no more than 10% of the annual fixed salary.
In the event of termination by the company, the notice period is a maximum of twelve months for the CEO and six months for other senior executives. In case of own notice, the notice period is a maximum of six months. No severance pay is paid, but compensation may occur in the case of anti-competitive obligations to compensate for possible loss of income.
The remuneration committee prepares the board’s decision on guidelines for compensation and follows up the application of compensation structures and levels within the company. The board must propose new guidelines for decisions at the general meeting at least every four years.
LTIP 2024 – Long-term incentive program
At the general meeting on 25 April 2024, it was decided to introduce a long-term performance-based incentive program (“LTIP 2024”) for selected management personnel and a key person. The program runs for four years and determines a performance-based compensation, where the maximum value before initial allocation (the “gross performance amount”) has been defined for each participant.
For the key person (the company’s actuary), the gross performance amount corresponds to 70% of the fixed annual salary before tax (based on salary level as of January 1, 2024), while the other participants have 100%. The performance period runs during the financial year 2024, after which goal fulfillment is assessed and the outcome is determined.
The outcome is paid out in cash directly after the end of the performance period, partly in the form of conditional share rights (“performance shares”). After a qualification period of three years, the participants receive free shares in the company. The distribution between cash and shares is 20% and 80% respectively. However, a risk adjustment can take place after the end of the qualification period, which may affect the final outcome of performance shares but not the cash part.
Participants, remuneration and allocation of shares
A total of eight people participate in LTIP 2024. The maximum number of performance shares is determined based on the participants’ fixed remuneration and the company’s share price. During the first ten trading days in January 2025, the share price is determined through a volume-weighted average share price (VWAP) to calculate the final allotment of shares.
