Remuneration to the Members of the Board of Directors
It was resolved at the Annual General Meeting on May 11 2017, that until the end of the next AGM 2018, the fee to directors will be paid in SEK 600,000 for the Chairman of the Board and SEK 300,000 each for other directors elected at the AGM. In addition, SEK 100,000 is payable to the chair of the audit committee and SEK 75,000 to other members of the audit committee, SEK 70,000 to the chair of the remuneration committee, and SEK 50,000 to other members of the remuneration committee
It was resolved at the meeting that fees would be paid to the auditor in accordance with approved invoices.
It was further resolved that, provided that it is cost neutral for the Company and subject to a written agreement to be entered into between the Company and any company which is wholly owned by the relevant Director, or wholly owned by a Director together with a closely related person, the Company may approve the remuneration to be invoiced through a company which is wholly owned by the Director, or wholly owned by a Director together with a closely related person. In such case, the invoiced fee shall be increased by an amount corresponding to social security contributions under law and, if applicable, VAT under law.
Guidelines for Remuneration to the CEO and other Senior Executives
Pursuant to the Swedish Companies Act, the Board of Directors is required to propose to the annual general meeting guidelines for remuneration of the Chief Executive Officer and other Senior Executives. Such guidelines adopted by the annual general meeting are only applicable to new employment agreements entered into between the Company and the respective Senior Executives, and therefore employment agreements may exist that do not fully conform to the guidelines currently in force.
The basic principle is that remuneration and other terms of employment shall be in line with market conditions and be competitive. The Alimak Group takes into account both global remuneration practices and practice in the home country of each member of senior management. The total remuneration of the senior management should consist of basic salary, variable components in the form of annual and long-term variable remuneration, other benefits and pension. The basic salary should be competitive and reflect responsibility and performance.
All Senior Executives may, from time to time, be offered cash bonuses. In addition, the annual general meeting may resolve to offer long-term incentive programs such as share and share price-related incentive programs. These incentive programs shall be intended to contribute to long-term value growth and provide a shared interest in value growth for shareholders and employees.
Matters of remuneration to the Chief Executive Officer and to other Senior Executives shall be prepared by the Compensation Committee and be resolved by the Board of Directors.
The Board of Directors may deviate from the guidelines in certain cases if there are particular reasons for doing so.
Remuneration financial year 2016
The table below presents an overview of remuneration to the Board of Directors, the Chief Executive Officer and other members of Group Management for the 2016 financial year.
|Fee||Fixed salary||Variable salary||Pension||Other benefits||Total (TSEK )|
|Members of the Board of Directors||2.615||2.615|
|Other members of Group Management||19.242||2.929||3.818||309||26.298|
Current Employment Agreements for the CEO, Group Management and other Senior Executives
Remuneration to the Chief Executive Officer and to other members of Group Management and Senior Executives consists of base salary, variable salary, other benefits and pensions. The variable salary generally amounts of 40% to 70% of the annual base salary and is linked to the performance of the Company.
For a majority of the members of the Group Management and Senior Executives, a notice period of six to 12 months applies if the employment agreement is terminated by the Company. Four of the Group Management members and Senior Executives are entitled to severance pay (during a period of 12 to 18 months). The severance pay of the Chief Executive Officer corresponds to 12 months’ base salary.
Information regarding pension commitments is set out in the Company’s audited consolidated financial statements for the year ended December 31, 2016, note 5.