The Annual General Meeting on 7 May 2020 (”the AGM”) resolved, as proposed by the Board, that the fee payable to the Board for 2020 be maximised at SEK 1,410,000, and distributed as follows: Chairman of the Board SEK 470,000, and other members SEK 235,000 each. Board members shall, if fiscal conditions permit, and provided it is cost-neutral for the company, be entitled to invoice the company for their Board fees (including social security and value added tax) through companies owned by them. None of the company’s Board members are entitled to any benefits once they have left the Board.
Remuneration to executive management
The Board presented to the AGM a proposal for guidelines to determine remuneration and other terms of remuneration payable to senior executives to be in effect until the AGM 2024 unless circumstances require an earlier revision. The Board’s proposal was largely consistent with the guidelines adopted last year in respect of remuneration payable to the Group’s senior executives. The AGM resolved, as proposed by the Board, guidelines concerning remuneration payable to the Group’s senior executives as described below (Senior executives include the parent company’s CEO and other senior executives (a total of nine) of the Group Management team).
Boule shall offer conditions commensurate with market conditions that enable the company to recruit and retain skilled personnel. Remuneration to Group Management shall consist of fixed salary, variable salary, pension and other customary benefits, as well as the opportunity to participate in long-term incentive programs. Remuneration is based on the individual’s commitment and performance relative to predetermined targets, both individual and joint objectives for the company. Evaluation of individual performance is continuous.
The fixed salary is usually reviewed once per year and shall take into account the individual’s qualitative performance. The base salary for the CEO and other senior executives shall be competitive.
Variable remuneration Variable remuneration shall take into account the individual’s level of responsibility and degree of influence. The size of variable remuneration is based on goals met. These goals are based on performance targets for the company as a whole and on operational targets for the individual employee or company unit, which creates incentives to promote the Company’s business strategy, long-term interests and sustainability. All goals shall be set individually and be based on, at least to 60 percent, the outcome of financial targets and profit margins in relation to budget. The fulfillment of criteria for payment of variable remuneration shall be measured over a period of twelve months. The CEO’s variable remuneration is capped at 50 percent of the fixed salary. For other senior executives, variable remuneration is capped at between 17 percent and 50 percent of the fixed salary. The variable remuneration does not affect holiday or pension payments. When the measurement period for fulfilling the criteria for payment of variable remuneration has been completed, the extent to which the criteria have been met shall be assessed/determined. The Remuneration Committee is responsible for the assessment as far as variable remuneration to the CEO is concerned. The CEO is responsible for the assessment of variable remuneration to other executives. As far as financial targets are concerned, the assessment shall be based on the latest financial information disclosed by the Company.
Long-term incentive program
There are three long-term incentive programs available to senior executives and key personnel in the Group with maturity dates in 2020, 2022 and 2023 respectively. The aim of these programs is to promote Boule’s long-term interests by motivating and rewarding employees.
Senior executives are entitled to pension. The pension premium paid by the company for the CEO may not exceed 28 per cent of the CEO’s fixed salary and for other Swedish senior executives, the pension premium may not exceed 31 percent of their respective fixed salary. The pension premium for senior executives in the US may not exceed five percent of their respective fixed salary.
Other benefits Other benefits such as health care and health insurance and, in some cases, car benefits may be paid to senior executives. Other benefits may not exceed 10 percent of the fixed salary for the CEO or 15 percent of the fixed salary for other senior executives.
Termination of employment The CEO has a mutual notice period of six months. If the employment is terminated by the Company, the CEO may be entitled to severance pay equal to a maximum of 9 months’ salary. Other senior executives will have a mutual notice periods of a maximum of 6 months.
Departure from the guidelines on remuneration
The Board may decide to temporarily depart, in whole or in part, from the guidelines if there are special reasons to do so in specific cases and the departure is deemed necessary to ensure the Company’s long-term interests or financial viability.
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