At the Annual General Meeting 2018 it was decided, according to proposal made by the Nomination Committee, that the remuneration for the board would be EUR 80,000 to the Chair and EUR 35,000 to each of the other directors of the Board.
In addition to the Board remuneration, it was decided, that the following remuneration for committee work would be awarded; Audit Committee Chair EUR 12,500 and Members of Audit Committee EUR 6,250; Remuneration Committee Chair EUR 6,250 and Remuneration Committee Member EUR 3,125.
All Board members that are independent of major shareholders have been granted warrants at the time of joining the Board.
Guidelines for remuneration to senior management
The annual general meeting 2018 (AGM) approved the following guidelines for remuneration to the senior management for the period until the Annual General Meeting of 2019.
Compensation and conditions of employment for the CEO and the other senior management (“Senior Management”) shall be designed to ensure the Company’s access to executives with the right set of skills. The remuneration shall consist of a fixed salary and a possible variable compensation. The remuneration shall be on market terms and competitive, and be related to the executive’s responsibilities and authorities. Any variable remuneration shall be limited to a maximum amount and linked to predetermined and measurable criteria, designed with the aim of promoting the Company’s long-term value creation. Further, in case any variable remuneration in cash has been paid out on the basis of information which later proves to be manifestly misstated, the Company shall be assured possibility to reclaim such remuneration. In case earnings before taxes of the Company are negative, any variable remuneration shall not be paid out. As regards the CEO, the variable remuneration shall be capped at 80 per cent of the annual basic salary. The variable remuneration shall be based on individual goals set by the Board of Directors. Examples of such goals are the results of the business, quality objectives and the development of the business. In respect of other members of the Senior Management than the CEO, the variable remuneration shall be capped at 70 per cent of the annual basic salary and be based on the result within the executive’s responsibility area as well as the outcome of individual goals.
From time to time the Board of Directors shall have the possibility to propose share-based long-term incentive programs, which then shall be resolved upon by a shareholders’ meeting. Members of the Senior Management may also receive other customary benefits such as occupational health care, housing allowance etc.
Upon termination by the Company, the CEO is entitled to six months’ salary as severance pay. Other members of the Senior Management may in addition to their fixed monthly salary during the notice period be entitled to severance pay in a maximum amount of three months’ basic salary. No variable remuneration and no severance pay shall be paid to acting CEO.
The Board of Directors of the Company is given the possibility to deviate from the above guidelines in individual cases should special reasons justify this. If this is the case, the information and the reasons for the deviation shall be reported at the next Annual General Meeting.