Incentive program

A remuneration committee, appointed by the Board, prepares proposals for remuneration guidelines for the Group’s CEO and other senior executives.

The Board of Directors proposes the following guidelines for 2020.

The Board’s Remuneration Committee has evaluated the guidelines that have applied since the 2019 AGM and compliance with the guidelines. The Remuneration Committee has had access to information about all remuneration of senior executives as well as average salaries and terms of employment for other employees as a basis for its evaluation and proposal. The proposed guidelines are based on the company’s long-term Remuneration Policy, which was last revised in February 2020. Adhering to the company’s strategy and maintaining its longterm interests including its sustainability requires a dedicated, competent and competitive Board and management. The guidelines are therefore designed to enable the company to recruit and retain such individuals.

In terms of remuneration, the proposed guidelines contain no significant
changes compared with the previous year.

The guidelines cover the Board, CEO and other members of management. Directors’ fees for Board members elected by the shareholders’ meeting comprise the fixed annual remuneration approved by the shareholders’ meeting. No other remuneration may be paid for Board work. No fees are paid to Board members appointed by the employees. In the event that the Board decides to request that a Board member shall perform services for the company, a normal market consultancy fee shall be paid. Such fees may never exceed the Director’s fee.

For the CEO and other members of management (currently eight people including the CEO), the guidelines are as follows.

Total remuneration may consist of a fixed basic salary, variable remuneration, pension and other benefits. Variable remuneration, which is capped at 30 per cent of the fixed salary, is linked to the Group’s financial performance and only in specific instances to individual targets. Variable remuneration is conditional on a positive net result for the Group and will be retrospectively adjusted if it has been paid on apparently erroneous grounds. Agreements on pension benefits are arranged individually and the retirement benefit costs can amount to a maximum of 30 per cent of the salary. Other remuneration and benefits shall be at market rates and shall help to facilitate the senior executive’s opportunities to carry out their work. The employment contracts of members of the management team are permanent contracts and are generally terminable on six months’ notice by either party. No remuneration other than unchanged employment terms during the notice period are paid in connection with termination.

The Board may depart from the guidelines if there are special reasons in an individual case.