Remuneration
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The guidelines for remuneration to senior executives were adopted by the 2024 Annual General Meeting. Senior executives refer to the Group CEO and the Group Management of Evolution. The guidelines should also apply to remuneration for members of the Board who are employed by the Company, and what is stipulated in the guidelines regarding senior executives should when applicable also apply to members of the Board who are employed by the Company.
The objective of the guidelines is to ensure that the Company can attract, motivate and retain senior executives with the expertise and experience required to achieve the Company’s operating goals.
The remuneration shall be based on conditions that are market competitive and at the same time aligned with shareholders’ interests. Remuneration to the senior executives shall consist of a fixed and, for some senior executives, variable salary. These components shall create a well-balanced remuneration reflecting individual competence, responsibility and performance, both short-term and long-term, as well as the Company’s overall performance.
Fixed salary
The senior executives’ fixed salary shall be competitive and based on each senior executive’s individual competences, responsibilities and performance. A review of the fixed salary shall be carried out on an annual basis for each calendar year.
Variable compensation
The senior executives (however not Board Members employed by the Company) may receive variable remuneration in addition to a fixed salary. Annual variable remuneration is to be cash based and be based on predetermined and measurable performance criteria for the relevant senior executive aimed at promoting the Company’s long term value creation. The performance criteria are to be established and documented annually. Any variable compensation may not amount to more than 50 percent of the annual total remuneration or 100 percent of the annual base salary.
Incentive programmes
The Shareholders’ Meeting shall be able to decide on long-term share and shareprice related incentive programmes directed to, among others, the senior executives (however not to Board Members who are employed by the Company). Such incentive programmes are to be designed with the aim of achieving increased alignment between the interests of the participating individual and the Company’s shareholders and so that a personal holding of shares in the Company is promoted.
Other benefits
The Company provides other benefits to senior executives in accordance with local practice. Such other benefits can include, for example company health care. Occasionally, housing allowance, paid schooling for underage children or travel allowances could be granted.
Notice of termination and severance pay
The maximum notice period for senior executives during which salary is paid is 12 months. Severance compensation may be paid in an amount not greater than 12 months’ fixed salary.
Deviations from guidelines
The Board of Directors may deviate from the above guidelines where a special cause exists in an individual case. In the event the Board of Directors deviates from the guidelines, it shall explain the reason for the deviation at the following Annual General Meeting.