Fees to the Board of Directors and the auditors
The Nominating Committee proposes that fees to meeting-elected Directors whom are not employed by the company are paid with the following unchanged amounts: SEK 550,000 to the Chair of the Board and SEK 275,000 to each of the other Board members; furthermore, no fee shall be paid for committee work.
Employee representatives shall receive a fee of SEK 27,500 per person for the time required to read materials ahead of meetings.
Auditors’ fees shall be payable on approved account by the CEO.
The Nominating Committee furthermore propose that if it is possible from a tax perspective, and provided that it is cost neutral to the company, a Board member may invoice the fees for the Board work. If a Board member invoices the board fee through a company, the remuneration shall be increased to cover statutory social security contributions and value added tax
Remuneration for CEO and senior executives
The AGM decides on guidelines to determine remuneration for the CEO and other senior executives. The Board's proposed guidelines for the 2017 AGM are stated below. 'Other senior executives' currently refers to the six people who make up Group management together with the CEO and are presented on the company’s home page and on page 75 of the 2016 annual report.
The remuneration paid to the CEO and other senior executives comprises fixed salary, possible variable component of pay, other benefits and pension. The total remuneration package must be in line with market rates and competitive in the market in which the executives work. Fixed salary and variable remuneration are related to the responsibilities and powers held by each executive. The variable component of remuneration, which is cash, is to be based on outcomes in relation to defined and measurable targets and is capped in relation to fixed salary. The variable component of pay for the CEO is capped at 50 per cent of fixed salary and the variable component of pay for other senior executives is capped at 30 per cent of fixed salary. The programme for the variable components of pay should be designed so that the Board can impose conditions, restrict or decline to make payments of variable component of pay in exceptional financial circumstances if such a measure is considered to be reasonable and compatible with the duties of the company in relation to shareholders, employees and other interested parties.
The period of notice is between six months and one year should notice be given by the executive, and between one and two years should notice be given by the company. The CEO is entitled to severance pay and a salary during the period of notice of in total up to an amount corresponding to the fixed salary for one year.
Pension benefits are either defined benefit or defined contribution plans or a combination thereof, and entitle the officer to receive a pension from no earlier than the age of 65.
Issues relating to remuneration for the executive management shall be dealt with by the Compensation Committee. Remuneration principles and other employment conditions for the executive management as well as remuneration for the CEO shall be decided by the Board of Directors. If the company in a particular case assigns an individual Board member tasks on behalf of the company over and above their regular board and committee duties, the Board shall determine the level of remuneration, which must be reasonable and in line with market rates.
The Board will conduct an annual evaluation of whether or not to propose a long-term incentive programme at the AGM. The Board shall be entitled to deviate from the guidelines if there are special reasons to do so in an individual case.
Pay and remuneration for the CEO and other senior executives in 2016 can be found in Note 6 of the annual report.