Compensation Committee

The Compensation Committee members are appointed by the Board. Per-Olof Söderberg (Chairman), Karsten Slotte and Jan Söderberg are members of the Compensation Committee.

Work of the Compensation Committee

The compensation committee has both an advisory function (follow-up and evaluation) and a preparatory function for decision matters prior to their examination and decision by Ratos’s Board.

The following matters, among others, are handled by the compensation committee:

• the CEO’s terms of employment, and terms for executive management and those directly subordinated to the CEO
• Follow and evaluate variable remuneration programmes for executive management
• Matters of principle concerning pension agreements, severance pay, notice periods, bonus/earnings-related remuneration, fees, benefits, etc.
• Prepare matters and decisions relating to the incentive systems for Ratos and the companies, in some cases for decision by the Board and/or the general meeting
• The Board’s proposal to the Annual General Meeting regarding guidelines for remuneration to senior executives and the report on remuneration to senior executives.

The compensation committee works in accordance with an adopted formal work plan. Normally, early in the autumn, an examination is carried out to see whether there are any major remuneration-related matters of principle to prepare. If such matters exist, they are addressed ahead of a final proposal at the ordinary meetings in December and January. In 2022, the compensation committee made a thorough evaluation of Ratos’s remuneration structures and incentive programmes, which resulted in a proposal from the committee to make a minor adjustment to the criteria for variable cash remuneration in 2022 and to otherwise leave the structure for variable cash salary for 2022 essentially unchanged and, as in 2021, to propose to the 2022 Annual General Meeting a new long-term incentive programme in the form of a warrants and convertible debenture programme. No modifications to the remuneration guidelines are proposed ahead of the 2023 Annual General Meeting. The compensation committee also performs an annual evaluation of Ratos’s long-term incentive system and prepares an annual report on remuneration to senior executives, which the Board presents to the Annual General Meeting for approval.

During 2022, Per-Olof Söderberg (Chairman of the Board and of the compensation committee), Jan Söderberg and Karsten Slotte were members of the compensation committee.

The compensation committee held four minuted meetings in 2022 and in between has been in regular contact. Ratos’s General Counsel has taken the minutes of the committee. The compensation committee provides continuous oral reports to the Board and submits proposals on matters that require a Board decision. Minutes are made available to all members of the Board. The CEO and other senior executives normally attend the meetings of the committee to present specific matters.