Remuneration

Remuneration to the members of the board of directors

Fees and other remuneration to the members of the board of directors, including the chairman, are resolved by the annual shareholders’ meeting. At the annual shareholders’ meeting held on 12 April 2017, it was resolved that board fees totalling SEK 1,450,000 shall be paid to board members, distributed with SEK 500,000 to the chairman of the board and SEK 175,000 each to the other board members. Furthermore, it was resolved that fees for committee work in the audit committee should be totalled to no more than SEK 60,000, distributed with SEK 30,000 to the chairman of the audit committee and SEK 15,000 each to the other two committee members. Fees for committee work in the remuneration committee were set at SEK 15,000 for the chairman of the remuneration committee.

Guidelines for remuneration to the CEO and other executive management

The extraordinary shareholders’ meeting held on 14 November 2016 adopted guidelines for remuneration of the CEO and other senior executives. The remuneration payable to senior executives is to consist of fixed salary, variable remuneration, long-term variable remuneration and pension provisions. A resolution for an LTI program has been confirmed by the board of directors.

The total remuneration is to be based on market terms and be competitive and well-balanced but not market-leading, and is to contribute to sound ethics and a sound corporate culture. Fixed salary is to be based on the senior executives’ expertise and areas of responsibility, is to be individual and is normally to be reviewed every calendar year.

Although senior executives may also be granted customary non-monetary benefits, such benefits are not to constitute a material part of the total remuneration. The vesting period for the LTI programme must be at least three years. The LTI programme is to be based on shares or share-based securities and to provide long-term incentives linked to Edgeware’s performance. Every share-based LTI programme is to require approval of the shareholders before implementation.

Agreements regarding pensions are to be based on fixed premiums and formulated in accordance with the levels, practices and collective agreements that apply in the country of employment. The board of directors is to be entitled to deviate from the guidelines if there

is special reason to do so in an individual case. Sweden’s pension benefits are to reflect ITP1, are to be defined-contribution and constitute 4.5 percent of the pension qualifying salary up to 7.5 income base amounts and 30 percent on any excess amount.

 

Current employment agreements for the CEO and other executive management

Decisions regarding the current levels of remuneration and other terms of employment for the CEO and other senior executives have been made by the board. Refer to Note 12 in annual report 2016 for an overview of remuneration of the CEO and other senior executives for the 2016 financial year.

Pensions for the CEO and other senior executives follow the same guidelines as for other employed personnel. For amounts set aside for pensions or similar benefits, see Note 12 in annual report 2016.

A mutual period of notice of six months applies for the CEO and the company. For senior executives residing in Sweden, a period of notice of one to three months applies for the employee and the employer. For the employer, the period of notice according to the Swedish Employment Protection Act (1982:80) applies in the majority of cases, which means the actual period of notice for senior executives is longer than three months.

The CEO is entitled to severance pay amounting to six months’ salary upon dismissal by the company. Except for the CEO, no employees are entitled to severance pay.

During 2016, the company has entered into a consultancy agreement with Bengt-Arne Molin, VP R&D, through a company owned by Bengt-Arne Molin. The agreement constitutes part-time work of two days per week, or 60 percent of full-time employment, and runs up to and including September 2017.

In 2016, the company entered into a consultancy agreement with Gunilla Wikman, IR Manager, through a company owned by Gunilla Wikman. The agreement runs up to and including the twelfth month after the first day of trading in the company’s share at NASDAQ Stockholm and constitutes part-time work with an estimated workload of approximately 25–80 percent of full-time employment during the period.

Also during 2016, the company entered into a consultancy agreement with Richard Brandon, CMO, through a company owned by Richard Brandon. The agreement constitutes part-time work of four days per week, or 80 percent of full-time employment, and runs up to and including June 2017 and is automatically renewed by six-month periods.