Guidelines and principles for remuneration to senior executives
Decision on guidelines for remuneration to senior executives at the AGM 2022
These guidelines cover members of the Board of Directors, the CEO and other senior executives in Ratos’s management team. The guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2022. These guidelines do not apply to any remuneration decided or approved by the general meeting.
The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability
Read more about the company’s business strategy and longterm interests, including its sustainability.
A prerequisite for the successful implementation of the company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain qualified personnel. To this end, it is necessary that the company offers competitive remuneration. These guidelines enable the company to offer the executive management a competitive total remuneration.
Long-term share-related incentive plans have been implemented in the company. Such plans have been resolved by the general meeting and are therefore excluded from these guidelines. Read more about these below.
Variable cash remuneration covered by these guidelines shall aim at promoting the company’s business strategy and long-term interests, including its sustainability.
Types of remuneration, etc.
The remuneration to senior executives shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.
The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration may amount to not more than 100 per cent of the total fixed annual cash salary. Further variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, either for the purpose of retaining executives, or as remuneration for extraordinary performance beyond the individual’s ordinary tasks. Such remuneration may not exceed an amount corresponding to 25 per cent of the fixed annual cash salary and may not be paid more than once each year per individual. Any resolution on such remuneration shall be made by the Board of Directors based on a proposal from the compensation committee.
For the CEO, pension benefits, including health insurance (Sw: sjukförsäkring), shall be premium defined. Variable cash remuneration shall not qualify for pension benefits. The pension premiums for premium defined pension shall amount to not more than 30 per cent of the fixed annual cash salary.
For other senior executives, pension benefits, including health insurance, shall be premium defined. Variable cash remuneration shall not qualify for pension benefits. The pension premiums for premium defined pension shall amount to not more than 30 per cent of the fixed annual cash salary.
Other benefits may include, for example, reimbursements for dental care and health care (including medication), medical insurance (Sw: sjukvårdsförsäkring) and company cars. For the CEO, such benefits may be paid out to a customary limited extent.
Termination of employment
Upon termination of an employment, the notice period may not exceed twelve months. Fixed cash salary during the notice period and severance pay may not together exceed an amount corresponding to the fixed cash salary for six months for the CEO and twelve months for other senior executives. Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income, amount to not more than 60 per cent of the fixed monthly cash salary at the time of termination of employment, shall only be paid in so far as the previously employed senior executive is not entitled to severance pay and be paid during the time the non-compete undertaking applies, however not for more than twelve months following termination of employment for senior executives. When termination is made by the senior executive, the notice period may not exceed six months, without any right to severance pay.
Criteria for awarding variable cash remuneration, etc.
The variable cash remuneration shall be linked to predetermined and measurable criteria which can be financial or non-financial. They may be individualized quantitative or qualitative objectives. The criteria shall be designed so as to contribute to the company’s business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promote the executive’s long-term development. The proportion of variable cash remuneration varies depending on the senior executive’s position in the company. The portion of the variable cash remuneration linked to the outcome of financial criteria is normally 100 per cent for the CEO and the CFO, approximately 80-90 per cent for the Business Area Managers and approximately 75 per cent for other senior executives, even if the portion can be larger or smaller depending on the specific circumstances, and shall be dependent on (i) EBITA growth in Ratos group and (ii) growth in earnings before tax (EBT) for the Ratos group.
Generally, 50 per cent of the variable cash remuneration is paid out the year after the earning year and 50 per cent is paid out the following year. However, up to 100 per cent of the variable cash remuneration can be paid out the year after the earning year, provided that the received cash remuneration exceeding 50 per cent is entirely invested in instruments in Ratos’s long-term incentive program.
To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. The Board of Directors is responsible for the evaluation so far as it concerns variable remuneration to the CEO, based on a proposal from the compensation committee. For variable cash remuneration to other senior executives, the CEO is responsible for the evaluation. For financial objectives, the starting point for the evaluation shall be the latest financial information made public by the company.
Salary and employment conditions for employees
In the preparation of the Board of Directors’ proposal for these remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the compensation committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The development of the gap between the remuneration to the senior executives and remuneration to other employees will be disclosed in the remuneration report.
The decision-making process to determine, review and implement the guidelines
The Board of Directors has established a compensation committee. The committee’s tasks include preparing the Board of Directors’ decision to propose guidelines for executive remuneration. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the annual general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The compensation committee shall also monitor and evaluate programs for variable remuneration for the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the company. The members of the compensation committee are independent of the company and its executive management. The CEO and other members of the executive management do not participate in the Board of Directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Derogation from the guidelines
The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. As set out above, the compensation committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.
Convertible and warrant programmes
The 2018, 2019, 2020, 2021 and 2022 annual general meetings voted to introduce five long-term incentive programmes for the CEO and other key personnel in Ratos (LTI2018, LTI2019, LTI2020, LTI2021 and LTI2022) consisting of convertibles and warrants (hereinafter the “Instruments”), where participants in the programme were free to decide how large a share of the Instruments offered should comprise convertibles and/or warrants, except for LTI2021 and LTI2022, where participants, with certain exceptions, were free to decide how large a share of the Instruments offered should comprise convertibles but the share of warrants could comprise a maximum of 50% of the Instruments offered. The aforementioned convertible programmes extend for no more than four years and can be exercised after approximately three years at the earliest. The aforementioned warrant programmes extend for no more three and a half to five years and can be exercised after approximately three to three and a half years at the earliest.
The participants have received warrants free of charge, which means they have received a benefit corresponding to the market value of the warrants on the allotment date, calculated according to the Black & Scholes model. One prerequisite for the allotment of warrants is that the participant has signed an agreement regarding repurchases, etc. with the company whereby the company or purchaser designated by the company has the right to repurchase warrants if the participant’s employment is terminated (at the lower of market price and purchase price if employment is terminated within approximately 18 months from the allotment, and at market price if employment is terminated after about 18 months from the allotment).
Under LTI2022, Ratos subsidised part of the cost, meaning that the net cost of the warrants for participants in the programme amounted to about 25% of the taxable benefit, from the first acquired warrant. The subsidy is received in connection with the allotment.
Ratos has issued and allotted a total of 4,884,800 Instruments to the participants, which are still outstanding as of 31 December 2022, distributed as follows: 2,813,100 convertibles and 2,071,700 warrants. The CEO has been allotted a total of 400,000 warrants and 400,000 convertibles, which are still outstanding. Ratos’s convertible debentures amounted to a nominal amount of just over SEK 112m as of 31 December 2022. The increase in the company’s share capital may, in the event of full exercise of the Instruments, amount to no more than SEK 15,387,120.00 (assuming the current quota value and that no recalculation has taken place in accordance with the terms and conditions), which, as of 31 December 2022, corresponded to dilution of approximately 1.50% of the shares in Ratos, based on the number of shares outstanding.
It was noted that the exercise period for the convertibles under LTI2018 began during 2021 and that the exercise period for the convertibles under LTI2019 began during the year, that all remaining convertibles under LTI2018 and LTI2019 were converted to shares during the year, and that the exercise periods for the other aforementioned convertible programmes have not yet begun.
It was also noted that the exercise period for the warrants under LTI2018 began during the year, that a total of 282,264 warrants were exercised for shares during the year, that a total of 80,000 warrants are still outstanding, that the maturity date for the program is 8 June 2023, and that the exercise periods for the other aforementioned warrant programmes have not yet begun.