Corporate Governance » Remuneration

Remuneration

Principles for remuneration and benefits

A director’s fee is paid to the Chairman of the Board and Board members as decided by the Annual General Meeting. No director’s fee is paid to employees of the Group or to employee representatives. Remuneration for the President and other senior executives is made up of a base salary, variable remuneration, other benefits and a pension. Other senior executives are individuals who, together with the President and CEO, constitute the Group management. During 2010, the Group management consisted of three people plus the President and CEO. These are CFO Per-Ola Holmström, President of Nolato Telecom Jörgen Karlsson and President of Nolato Medical Christer Wahlquist.

Preparation of business and

the decision-making process

The Board of Directors has appointed a Remuneration Committee, consisting of the Chairman of the Board and one other Board member. The committee has proposed, and the Board of Directors has approved, the current principles for variable remuneration. The committee has made decisions on all remuneration and benefits for the President and CEO, which have been presented to and approved by the Board. The committee has approved the remuneration of the Group management.

Variable remuneration

Variable remuneration paid to the President and CEO and other senior executives is based on operating income and the return on capital employed. The maximum outcome is 40% of base salary. At the same time, the relevant profit centre must report positive earnings. In 2010, the outcome for the President and CEO was 40% of base salary (40) and for other senior executives an average of 40% of base salary (30).
  The President and CEO also receives variable remuneration based on Nolato’s share price performance. The starting price is SEK 48 per share, which will be compared to the average price during Q1 2011. The increase in value per share will be multiplied by a factor of 150,000 to determine the remuneration. The remuneration has been maximised at an amount corresponding to 50% of gross salary in the form of the regular monthly salary which the President and CEO has received during the period. This scheme is charged as expenses linearly in line with the vesting period (2008-2011), and is valued according to the Black & Scholes model, taking into account the terms and conditions of the scheme. This remuneration can only be awarded to the President and CEO after the end of the maturity period. The cost of the scheme for the year (including employer payroll fees) has been charged to income at a rate of SEK 5,143,000 (1,278,000). At the end of 2010, the total value of this bonus scheme was deemed to be SEK 6,491,000.

Pensions

The retirement age for the President and CEO and other senior executives is 65. The President and CEO’s pension premium amounts to 40% of pension-qualifying salary, and follows a defined contribution plan. Variable remuneration does not qualify as pensionable income. For 2010, the pension premium was 40% of base salary (40).
  Other senior executives have defined contribution pension plans. For 2010, the average pension premium was 35% of base salary (39). Variable remuneration does not qualify as pensionable income.

Severance pay

The Company and the President and CEO have agreed on a notice period of six months if the President and CEO resigns of his own volition. In the event of termination by the Company, a notice period of 24 months applies. Other senior executives shall provide a notice period of 6 months. In the event of termination by the Company, a notice period of 12-24 months applies. Any other income that is received during the notice period shall be deducted from the salary and other remuneration payable during the notice period. No such deduction shall be made for the President and CEO. Both the President and other senior executives collect base salary and other benefits during the notice period. There is no remuneration after the notice period.
© Nolato