Remuneration
Remuneration paid to the board of directors elected by the general meeting for the 2022 financial year
| Name | Base salary / Board fees (SEK million) | Variable remuneration (SEK million) | Other benefits (SEK million) | Pension costs (SEK million) | Total (SEK million) |
| Hans Stråberg, Chairman of the board | 0.8 | 0.1 | – | – | 0.9 |
| Ola Carlsson, Board member | 0.3 | 0.1 | – | – | 0.3 |
| Daniel Forsberg, Board member * | – | – | – | – | – |
| Michael Forsmark, Board member | 0.3 | 0.0 | – | – | 0.3 |
| Björn Lenander, Board member | 0.3 | – | – | – | 0.3 |
| Mats Lind, Board member * | – | – | – | – | – |
| Johan Menckel *** | – | – | – | – | – |
| Stefan Linder, Board member ** | 0.3 | 0.0 | – | – | 0.3 |
| Jessica Sandström, Board member | 0.3 | – | – | – | 0.3 |
| Pernilla Valfridsson, Board member | 0.3 | 0.1 | – | – | 0.4 |
| Summa | 2.6 | 0.2 | – | – | 2.8 |
**) Stefan Linder was a member of the board through 3 March, 2023
***) Johan Menckel was elected to the board of directors on 3 March 2023 and thus has not received any remuneration in the 2022 financial year
The Board of Directors’ proposal for guidelines for Executive remuneration
These guidelines concern the remuneration for the CEO and other members of CTEK’s Executive management. The guidelines are forward-looking, i.e. they are applicable to remuneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2021. These guidelines do not apply to any remuneration decided or approved by the general meeting.
A prerequisite for the successful implementation of the company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit, incentivize and retain qualified personnel. To this end, it is necessary that the company offers competitive remuneration. These guidelines enable the company to offer the Executive management a competitive total remuneration.
Long-term share-related incentive plans may be implemented in the company. Such plans have been resolved by the general meeting and are therefore excluded from these guidelines. The long-term share-related incentive plan proposed by the Board of Directors and submitted to the annual general meeting 2021 for approval is excluded for the same reason. The proposed plan essentially corresponds to existing plans. The plans include CEO and Executive Management [in the company. The performance criteria used to assess the outcome of the plans are distinctly linked to the business strategy and thereby to the company’s long-term value creation, including its sustainability. At present, these performance criteria comprise organic growth/product development/total return. The plans are further conditional upon the participant’s own investment and certain holding periods. For more information regarding these incentive plans, including the criteria which the outcome depends on, please see www.ctek.com.
Variable cash remuneration covered by these guidelines shall aim at promoting the company’s business strategy and long-term interests, including its sustainability.
Types of remuneration, etc.
The remuneration shall be on market terms and may consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the general meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.
The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration may amount to not more than 80 per cent of the total fixed cash salary under the measurement period for such criteria.
For the CEO, pension benefits, including health insurance (Sw: sjukförsäkring), shall be premium defined. Variable cash remuneration shall not qualify for pension benefits. The pension premiums for premium defined pension shall amount to not more than 30 per cent of the fixed annual cash salary. For other Executives, pension benefits, including health insurance, shall be premium defined unless the individual concerned is subject to defined benefit pension under mandatory collective agreement provisions. Variable cash remuneration shall qualify for pension benefits to the extent required by mandatory collective agreement provisions. The pension premiums for premium defined pension shall be under mandatory collective agreement provisions.
Other benefits may include, for example, medical insurance (Sw: sjukvårdsförsäkring) and company cars according to CTEK company policies.
For employments governed by rules other than Swedish, pension benefits and other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.
Termination of employment
The notice period may not exceed nine (9) months if notice of termination of employment is made by the company. Fixed cash salary during the period of notice and severance pay may together not exceed an amount equivalent to the CEO’s fixed cash salary for 18 months and 12 months for other Executives, severance pay to be paid monthly during termination period. The period of notice may not to exceed 9 (9) months without any right to severance pay when termination is made by the Executive.
Additionally, remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for loss of income and shall only be paid in so far as the previously employed Executive is not entitled to severance pay. The remuneration shall amount to not more than 60 per cent of the monthly income at the time of termination of employment and be paid during the time the non-compete undertaking applies, however not for more than six (6) months following termination of employment.
Criteria for awarding variable cash remuneration, etc.
The variable cash remuneration shall be linked to predetermined and measurable criteria which can be financial or non-financial. They may also be individualized, quantitative or qualitative objectives. The criteria shall be designed so as to contribute to the company’s business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promote the Executive’s long-term development.
To which extent the criteria for awarding variable cash remuneration has been satisfied shall be evaluated/determined when the measurement period has ended. The Remuneration committee is responsible for the evaluation so far as it concerns variable remuneration to the CEO. For variable cash remuneration to other Executives, the CEO is responsible for the evaluation. For financial objectives, the evaluation shall be based on the latest financial information made public by the company.
Salary and employment conditions for employees
In the preparation of the Board of Directors’ proposal for these Remuneration guidelines, salary and employment conditions for employees of the company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the Remuneration committee’s and the Board of Directors’ basis of decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The development of the gap between the remuneration to Executives and remuneration to other employees will be disclosed in the remuneration report.
The decision-making process to determine, review and implement the guidelines
The Board of Directors has established a remuneration committee. The committee’s tasks include preparing the Board of Directors’ decision to propose guidelines for Executive remuneration. The Board of Directors shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting. The guidelines shall be in force until new guidelines are adopted by the general meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration for the Executive management, the application of the guidelines for Executive remuneration as well as the current remuneration structures and compensation levels in the company. The members of the Remuneration committee are independent of the company and its Executive management. The CEO and other members of the Executive management do not participate in the Board of Directors’ processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Derogation from the guidelines
The Board of Directors may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. As set out above, the Remuneration committee’s tasks include preparing the Board of Directors’ resolutions in remuneration-related matters. This includes any resolutions to derogate from the guidelines.