Compensation policy

The Board of Directors has established a remuneration function. The responsibilities of the remuneration committee are performed by the Audit Committee, which consists of two members. The main responsibility of the remuneration committee is to prepare decisions regarding the principles of remuneration, remuneration and terms of employment for company leadership, to review and evaluate current and past year programs for variable remuneration and to review and evaluate the application of guidelines for remuneration to the executive management as set out in the Annual General Meeting.

At the Annual General Meeting held on 4 May 2023, it was resolved that the total Board remuneration for 2023 shall amount to a maximum of SEK 1,670,000, distributed as follows: Chairman of the Board SEK 500,000, and other members SEK 250,000 each. In addition, it was decided that SEK 120,000 will be paid out as the total remuneration to the audit committee to be distributed among themselves, as well as an amount up to SEK 50,000 that the board can use for special efforts.

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.

At the Annual General Meeting in 2025, it was resolved, in accordance with the Board’s proposal, that the guidelines for remuneration to senior executives shall apply until the Annual General Meeting in 2029, unless circumstances arise that require an earlier revision.
(Senior executives include the parent company’s CEO and other senior executives (a total of nine) of the Group Management team).

The Board’s proposal was designed to best serve the interests of the Company and its shareholders. Remuneration to senior executives is intended to attract, motivate and retain talented and qualified individuals in key leadership positions across the Group. The right incentives support the Company’s ability to execute its business strategy and achieve its long-term objectives in terms of growth, profitability and sustainability. Assessments shall be based on position, competence and performance. Results shall relate both to the performance of the individuals concerned and to the Company’s overall results and future prospects.

Motive

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.

Fixed salary

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 amount of variable remuneration shall be based on the achievement of predetermined targets. These targets shall consist of performance targets for the Company as a whole and operational targets for the individual employee or unit, thereby creating incentives to promote the Company’s business strategy, long-term interests and sustainability. All targets shall be individually tailored and shall be based to at least 60 percent on financial performance and profit margins in relation to budget.

Fulfilment of the criteria for payment of variable remuneration shall be measured over a twelve-month period. The CEO’s variable remuneration is capped at 100 percent of the fixed salary. For other senior executives, variable remuneration shall be capped at between 34 and 100 percent of the fixed annual 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

Incentive programs consisting of share-based or share price-related remuneration are resolved by the Annual General Meeting and are therefore not included in these guidelines; however, they are described to provide an overall view of the Company’s total remuneration structure.

There are currently no outstanding long-term incentive programs for senior executives or key personnel within the Group. The purpose of any future programs is to promote the Company’s long-term interests by motivating and rewarding employees.

Pension

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. The complete proposal approved by the Annual General Meeting in 2025 is available under the “Annual General Meeting” section of this website.

Decision-making process for establishing, reviewing, and implementing the guidelines

The Board shall prepare proposals for new guidelines at least every four years and present the proposal to the Annual General Meeting for resolution. When the Board considers and makes decisions on remuneration-related matters, the CEO or other members of the executive management do not participate to the extent that they are affected by the matters.