Pursuant to the Swedish Companies Act, the general meeting of the company shall adopt guidelines for remuneration to the senior executives. An extraordinary general meeting held on
6 September 2021 resolved to adopt the below guidelines senior executives.
The following guidelines encompass the company’s CEO and the other members of the company’s executive management. After the guidelines have been adopted by the general meeting, the guidelines shall be applied to remunerations agreed upon as well as to amendments of remunerations already agreed upon. The guidelines do not apply to any remuneration resolved upon by the general meeting.
The guidelines’ promoting of the company’s business strategy, long-term interests and sustainability
Storskogen strives towards being the best owner for small and medium-sized enterprises. Focus lies on long-term ownership, good profitability, stable cash flows and supporting the compa-nies in maintaining and developing a strong position within their niches.
A prerequisite for a successful implementation of the company’s strategy is that the company is able to recruit and retain qualified senior executives, which is enabled by these guidelines.
Remunerations that are subject to these guidelines shall aim to promote the company’s business strategy, sustainability and long-term interests.
Remuneration components as well as other terms and conditions
The total remuneration shall be in line with market conditions and may consist of the following components: fixed cash remuneration, short-term variable cash remuneration, long-term variable cash remuneration and other benefits as well as pension benefits. In addition to what is determined in the guidelines, the general meeting may resolve on, inter alia, share or share price related remunerations.
The performance criteria measurement period for payment of variable cash remuneration shall be measurable during a period of one or several years. The total variable cash remuneration may not amount to more than 50 per cent of the fixed cash remunera-tion during the measurement period of the objectives for variable cash remuneration.
The executive management’s pension benefits shall be in line with market conditions in relation to the common practice for comparable executives on the market on which the respective senior executive operates and should be based on defined contribution pension plans or be in line with general pension plans (in Sweden, the ITP plan). Subject to applicable law or mandatory collective agreement provisions, pension benefits may not amount to more than 30 per cent of the fixed cash remunera-tion and variable cash remuneration shall not be pensionable.
Other benefits may consist of, inter alia, company health care and company car benefits. Premiums and other expenses relating to these benefits may not exceed ten per cent of the fixed cash remuneration.
Termination of employment
The notice period for a member of the executive management shall be not more than twelve months. Fixed cash remuneration and potential severance pay, including compensation for any competition restrictions, combined during the notice period may not exceed an amount corresponding to the fixed cash remunera-tion for two years for a member of the executive management.
Objectives for awarding variable cash remuneration
The variable component shall award the fulfilment of clear objectives and key figures that promotes the company’s business strategy and long-term interests, including the sustainability agenda.
When the performance criteria measurement period for payment of variable cash remuneration has ended, an evaluation of the outcome shall be made. The remuneration committee is responsible for such evaluation of the CEO’s outcome, while the CEO is responsible for the evaluation of the other senior executives’ outcomes.
Any possibility to reclaim variable cash remuneration is determined by the terms and conditions of the at each time applicable programme.
Salary and terms of employment for employees
In connection with the preparation of the board of directors’ proposal on these remuneration guidelines, salaries and employment terms for the company’s employees have been considered by way of assessing information on the total remuner-ation to employees, the remuneration’s components as well as the remuneration’s growth and growth rate over time. The informa-tion has formed a part of the board of directors’ basis for decision-making when evaluating the reasonableness of the guidelines and the limitations set out in the guidelines.
The decision-making process to determine, review and implement the guidelines
The remuneration committee of the board of directors shall prepare the board of directors’ resolution to propose guidelines for remunerations to senior executives. The board of directors shall prepare a proposal for new guidelines at least every four years and submit the proposal to the annual general meeting. The guidelines shall apply until new guidelines are adopted by the general meeting.
The remuneration committee shall also monitor and evaluate programmes for variable remunerations to the company’s executive management and the application of the guidelines in relation to current remuneration levels and structures. Members of the executive management do not participate in the board of directors’ preparations of and decisions regarding remunera-tion-related matters if they are affected by such matters.
Deviations from the guidelines
The board of directors may temporarily resolve to deviate from the guidelines, in whole or in part, if there in an individual case are special reasons for a deviation and it 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 remuneration committee’s assignments include preparing the board of directors’ resolutions in remuneration-related matters, which includes any resolution to deviate from the guidelines.