Guidelines for remuneration to senior executives
The guidelines for remuneration to senior executives were adopted by the Annual General Meeting on 11 Februry 2022.
Remuneration will be in line with market conditions and will consist of the following components: fixed salary, possible variable remuneration by separate agreement, pension and other benefits. In addition - and independently of these guidelines - the General Meeting may decide on, for example, share and share price related remuneration. The Board of Directors may decide to deviate from the guidelines, in whole or in part, if there are specific reasons for doing so in an individual case and if such deviation is necessary to meet the long-term interests of the Company, including its sustainability, or to ensure the financial viability of the Company
Fixed Salary
The fixed salary shall consist of a fixed cash salary and shall be reviewed annually. The fixed salary shall be competitive and reflect the requirements of the position in terms of skills, responsibilities, complexity and contribution to the achievement of the business objectives.
Variable remuneration
In addition to the fixed salary, the CEO and other senior management may from time to time, by separate agreement, receive variable remuneration upon the achievement of predetermined and measurable criteria set by the Board of Directors, which may be financial, such as the Group's and/or their area of responsibility's earnings growth, profitability and cash flow, or non-financial, such as sustainability, customer satisfaction and quality. Any variable remuneration may consist of annual cash remuneration and shall not exceed 50 per cent of the fixed annual remuneration. To avoid unhealthy risk-taking, there should be a basic balance between fixed and variable salary. The fixed salary shall represent a sufficiently large part of the senior executive's total remuneration to allow the variable part to be reduced to zero.
Additional variable cash compensation may be paid in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and are made only at the individual level either for the purpose of recruitment or retention, or as compensation for extraordinary work in addition to the individual's regular duties. Such remuneration shall not exceed an amount equivalent to 20 per cent of the fixed annual salary and shall not be paid more than once a year and per individual.
Pension
The CEO and other senior executives are covered by a defined contribution pension, whereby the amount of the pension depends on the outcome of the subscribed pension insurances. Defined contribution pension premiums shall not exceed 40 per cent of the fixed annual salary.
Other remuneration
Other benefits, which may include a company car, travel allowances, supplementary health and medical insurance and occupational health care, should be in line with market conditions and form only a limited part of the total remuneration. Premiums and other costs relating to such benefits may not exceed a total of ten (10) per cent of the fixed annual salary.
Conditions of termination
All senior executives must observe a notice period of a maximum of six (6) months in the event of their own termination. In the event of termination by the Company, a notice period of a maximum of twelve (12) months shall apply. In the event of termination by the Company, senior executives may be entitled, in addition to salary and other employment benefits during the period of notice, to a severance payment corresponding to a maximum of 12 months' fixed salary. No severance payment shall be made in the event of termination of employment.