Remuneration to Board members and senior executives
Compensation to the members of the board of directors
Fees and other compensation paid to the Board of Directors, including the Chairman, are determined by the Annual General Meeting. The company’s directors are not entitled to any benefits following termination of their positions as members of the Board of Directors.
Compensation to the members of the senior executives
The overriding policies for compensation of Senior Executives are to be based on position, the individual’s performance and the Group’s EBIT. Compensation must be competitive in the country of employment. Total compensation to senior executives should consist of fixed salary, variable salary in the form of Short-Term Incentives (STIs) based on annual performance targets, Long-Term Incentives (LTIs) based on performance over a several years, pension and other benefits. In addition there are conditions relating to termination and severance pay. Fixed salaries should be set below market averages. However, overall remuneration, including STIs and LTIs, entails that the market average may be exceeded. The combined remuneration must e reviewed annually to ensure that it is in line with the market and is competitive. When making comparisions, position, the company's size, salary and the person's experience must be taken into consideration.
Fixed salary comprises the basis for total remuneration. Fixed salaries must be related to the relevant market and reflect the scope of the responsibility that the works entails.
Variable salary (Short Term Incentives “STIs”)
In addition to fixed salary, senior executives are able to receive STIs for result that exceed one or more predefined performance targets during the fiscal year. Compensation from the STI program can amount to a maximum of 100% of the fixed salary for the President and 40% of fixed salaries for the remaining management, thus enabling Byggmax to calculate maximum levels of remuneration. STIs are determined by both qualitative and quantitative measures. The maximum cost of the Byggmax Group’s STI program is estimated to amount to about SEK ten (10.0) million (excluding social security contributions).
Long-Term Incentives (LTIs)
The 2015 and 2017 general meetings resolved to introduce a warrants-based incentive program. The incentive program is described in Note 9 of the Annual Report which is available on the Company’s website, www.byggmax.se.
Where possible, pension agreements should be premium-based and designed in accordance with the levels and practices applicable in the country where the senior executive is employed.
Other benefits may be provided in accordance with the conditions that apply in the country where the senior executive is employed. However, all such benefits should be as limited in scope as possible and are not permitted to comprise a significant proportion of total remuneration.
Notice period and severance pay
Senior executives are to be offered terms employment according to prevailing legislation and practices in the country in which the senor executive is employed. During the notice period, senior executive is prohibited from working for a competing business. In certain cases, a prohibition of competition may be applied in exchange for continued remuneration for maximum 24 months after the end of the notice period. Currently, the longest notice period in the Byggmx Group is 12 months and no contract includes severance pay.
The Board has the right to deviate from the aforementioned guidelines if the Board deems that it is motivated in specific cases.