Remuneration to the Board of Directors
The Annual General Meeting in 2019 stipulated that fees to the Board, until the end of the next Annual General Meeting, will amount to a total of SEK 2,800,000. The remuneration of the Chairman of the Board shall amount to SEK 400,000 and each of the other members shall receive SEK 300,000.
|Anders Tullgren||Chairman of the Board||SEK 400,000|
|Giorgio Chirivì||Board member||SEK 300,000|
|Peter Edman||Board member||SEK 300,000|
|Eva Nilsagård||Board member||SEK 300,000|
|Maris Hartmanis||Board member||SEK 300,000|
|Karin Johansson Wingstrand||Board member||SEK 300,000|
|Ivan Cohen-Tanugi||Board member||SEK 300,000|
Guidelines for remuneration to members of senior management
According to the Swedish Companies Act, the general meeting shall resolve on guidelines for remuneration to the CEO and other members of senior management according to the Board’s proposal to the AGM. At the general meeting held on May 16, 2019, guidelines were adopted with the following content.
The remuneration to the senior executives in the Company shall comprise of fixed salary, possible variable salary, other customary benefits and pension payments. The total remuneration shall, on a yearly basis, be in line with market practice and competitive on the labor market where the senior executive is based and take into account the individual qualifications and experiences of the senior executive as well as reflecting any notable achievements. The fixed salary shall be revised on a yearly basis. Senior executives mean the managing director and the other members of the group management.
Fixed and variable salary shall be related to the senior executive’s responsibility and authority. The variable remuneration shall be paid in cash and/or shares/warrants/convertibles other share-based instruments such as synthetic options or employee stock options and be based on the outcome of pre-determined targets and should be designed with the aim of achieving greater alignment of interest between the participating senior executive and the Company’s shareholders. The vesting period, or the time from the conclusion of the contract until the shares may be acquired, shall not be less than three years. The variable remuneration shall amount to a maximum of 50 per cent of the fixed salary (calculated at the date for vesting or, as regards, shares/warrants or share-based incentive programs the date of allotment). Terms for variable remuneration should be designed so that the board of directors may limit or omit payment of variable remuneration, provided that exceptional economic circumstances are at hand, if the board of directors finds the payments unreasonable and incompatible with the Company’s responsible in relation to its shareholders. With respect to yearly bonuses, it should be possible to limit or omit payments, if the board of directors finds it motivated because of any other reasons.
Payment of consultancy fees and additional remuneration may be paid to directors after decision by the board of directors, if a director performs services on behalf of the Company, which do not constitute board work.
Fixed salary during the notice period and severance pay shall in total not exceed an amount corresponding to a maximum of a two years’ fixed salary.
Pension payments shall be fee determined. Senior executives shall be entitled to pension commitments based on those that are customary in the country in which they are employed. The maximum pension commitment shall not exceed 30 percent of the fixed annual salary. Pension commitments will be secured through premiums paid to insurance companies.
The board of directors shall be entitled to deviate from the guidelines in an individual case if there are special reasons for it.
Decisions regarding salary and other remuneration to the managing director and other senior executives are prepared by the remuneration committee and resolved on by the board of directors.
The total amount of remuneration granted or to be granted directly or indirectly by the Company to the senior executives is fully described in the consolidated financial accounts of the Company, as disclosed in its annual accounts for 2018, which is available at the Company’s website, www.xbrane.com.