The Annual General Meeting (AGM) resolves on compensation to the Board, including for committee work, and on Guidelines for compensation for Senior Executives.
Compensation to senior executives is addressed by the Compensation Committee based on said Guidelines, which is a drafting committee of the Board. Compensation to the President is resolved by the Board, based on the Guidelines.
Compensation to board
At the 2016 Annual General Meeting it was resolved that remuneration shall be paid out to the Board at unchanged levels, as follows. The chairman will receive SEK 375 thousand and the other directors SEK 150 thousand per year. In addition, the members of the Compensation Committee will receive SEK 16 thousand, and the Chairman SEK 27thousand, and the members of the Audit Committee SEK 55 thousand, and SEK 80 thousand for the Chairman. Also, the Chairman and other Directors are reimbursed for travel and accommodations in connection with Board meetings. The compensation paid out last year complied with the Board compensation resolved by the AGM.
Compensation to senior executives
The term Senior Executives refers to the individuals who with the Managing Director comprise the Group Management. The Remuneration Guidelines for Senior Executives approved by the 2016 AGM prescribes e.g. that:
- The remuneration for the Managing Director and other members of management may include a base salary, variable compensation and other benefits, including pension, plus applicable share based incentive programmes.
- The total compensation shall be competitive and market based and relate to responsibility and authority
- The variable compensation shall be based on results relative to defined, measurable targets, be designed to promote long-term value creation for the company, and be maximized relative to the fixed salary – it may never exceed the total fixed salary.
- Notice period in case of the company’s termination shall not exceed twelve months. Severance pay should not be applied.
- Pensions shall be fee-based and entitle to pension from the age of 65.
For more detailed information about remunerations paid out in 2015, please refer to the 2015 Annual Report.
The 2015 Annual General Meeting resolved to issue an incentive programme encompassing stock options and convertible debentures directed to the group management and all staff in the Swedish group companies respectively, where each option and convertible entitles to subscription of/conversion to one share. Upon full conversion and subscription, the programme will involve issue of a maximum of 1 100 000 shares, of which maximum 520 000 options and 580 000 convertibles. This equals a maximum, total dilution of around 4,2 %. Time of conversion and/or subscription is 1-14 June 2019 and conversion and subscription price respectively 120% of the average share price at Nasdaq Stockholm 21-29 May 2015. Interest on the convertibles equals STIBOR 3 months + 3,3% and is paid out once per year.