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Remuneration of senior executives

Remuneration of executive officers

At the Annual General Meeting in 2020, decisions were made regarding guidelines for remuneration for executive officers. The company’s executive officers during 2023 have been members of the Group Management consisting of the Group CEO, CFO, CEO’s in Norway, Sweden and Denmark, CIO, and Head of HR.

Motivation

Dedicare should offer market employment terms & conditions that enable the company to hire and retain skilled staff.

Remuneration to senior executives should consist of basic cash salary, variable cash compensation, pension benefits and other benefits. Remuneration should be based on individual commitment and performance in relation to predetermined targets, individually and collectively for the whole company. Appraisal of individual performance is continuous.

Salary model for the Chief Executive Officer

The Chief Executive Officer has a salary model based on a basic cash salary and variable cash compensation that may be between 0 and 80 percent of basic salary. The targets of variable cash compensation should relate to the outcome of the group’s revenue and earnings performance. The targets of variable cash compensation should also be defined so that a minimum performance level is required, whereby performance below this level does not trigger any variable cash compensation. Variable cash compensation is measured yearly, and no more than 80 percent of salary is payable. Sickness pay, vacation pay and pension are computed on the actual salary outcome.

Variable salary agreements for other senior executives

Other senior executives have a salary model based on basic cash salary and variable cash compensation of between 0 and 40 percent of basic salary. Variable cash compensation is measured for a period, quarterly for Business Area Managers, and yearly for the rest of Group Management. The targets of variable cash compensation should relate to the outcome of the revenue and earnings performance of the group and individual areas of responsibility, and clearly defined associated individual targets, determined on the basis of expected performance of the individual area of responsibility, such as growth or profitability targets. The targets of variable cash compensation should also be defined so a minimum performance level is required, whereby performance below this level does not trigger any variable cash compensation. Sickness pay, vacation pay and pension are computed on the actual salary outcome. Any resolutions on share or share price-related incentive programs for senior executives should be made by shareholders’ meetings.

Other benefits in terms of employment

The CEO has pension benefits corresponding to the premium level of the ITP plan. Other senior executives are covered by defined contribution pension plans that essentially correspond to the premium level of the ITP plan. The retirement age of all senior executives is 65. The CEO has a notice period of six months for termination initiated by the CEO, and 12 months when initiated by the company.

For termination of employment contracts initiated by the executive or the company, other senior executives are entitled to notice periods of six months. Monthly salary will be payable throughout this notice period, although any other salary received during this period will be deducted.

There are no agreements on further severance pay for senior executives.

Departure from the guidelines

The Board of Directors is entitled to depart from the above guidelines if the Board judges that there are special circumstances justifying this in an individual case.

Share-based incentive programmes

Dedicare has one current incentive programme. The AGM in 2021 resolved on the issue of a maximum of 90,000 share warrants. Each warrant confers entitlement to one class B share. The subscription price is 115 percent of the average closing price paid for the company’s class B share in the period 23 April 2021 to 7 May 2021, both dates inclusive. The warrants have a three-year term from the date the subscription price is determined. Waiving shareholders’ preferential rights, the issued share warrants may be subscribed for by Dedicare AB, whereupon the company should offer the share warrants to senior executives covered by the programme.