Remuneration to executive management

Fees and other remuneration to the members of the board of directors, including the chairman, are resolved by the shareholders’ meeting. The annual general meeting (AGM) held on 4 May 2018 resolved that director fees would be payable in an amount of SEK 1,495,000, whereby the chairman of the board would receive SEK 500,000 and each other board member would receive SEK 180,000. It was also resolved that fees for committee work on the audit committee would be payable in a maximum amount of SEK 60,000, of which SEK 30,000 to the chairman of the committee and SEK 15,000 to each of the two other members. It was resolved that fees for committee work on the remuneration committee would be payable in the amount of SEK 15,000 to the chairman of the committee. The company’s board members are not entitled to any benefits after their assignments on the board have ended.

Guidelines for remuneration to the CEO and other executive management

The remuneration of the executive management shall consist of fixed salary, variable remuneration, long-term share-based or share-related incentive plans (LTI) and pension provisions.
The total remuneration is to be based on market terms, be competitive, well balanced and not wage leading while contributing to good business ethics and company culture. Fixed salary is to be based on the executive management’s competence and area of responsibility, be individual and is normally to be reviewed every year.

Executive management may also be granted customary non-monetary benefits, although such benefits shall not 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-related securities. The purpose of the LTI is to ensure long-term incentives linked to Edgeware’s development. Every share-based LTI requires approval of the shareholders before implementation.

Pension benefits are to be premium based and constitute 4.5 percent of the pension-qualifying salary up to 7.5 income base amounts and 30 percent on any excess amount. The board of directors shall be entitled to deviate from the guidelines if there is special reason to do so in an individual case.

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 2018 for an overview of remuneration of the CEO and other senior executives for the 2018 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 2018.

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.