Remuneration committee

The Committee is tasked with proposing the CEO’s salary, other remuneration and terms of employment. The Committee also proposes guidelines for remuneration and terms of employment for other members of the executive management and proposals for incentive programs. The Remuneration Committee shall ensures that established guidelines for remuneration to members of the executive management are complied with.

Since the 2022 AGM, the Remuneration committee has consisted of:

• Patrik Tigerschiöld (Chairman)
• Arun Bansal
• Robert Larsson

The Remuneration committee held three meetings in 2022.

 

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Remuneration to the CEO and other senior executives

The principles for remuneration to the CEO and other senior executives are approved by the Annual General Meeting. The proposed principles are prepared by the Board’s Remuneration Committee. The Board passes a decision on the proposed principles, which is then put to the Annual General Meeting for approval. The 2022 AGM established the following guidelines for remuneration and other terms of employment for senior executives.

Senior management position holders

Senior management position holders are the CEO and other members of the executive management team. The executive management team comprises of eight persons, including the CEO, of which three are women.

Guidelines for remuneration

The guiding principle is that Mycronic shall offer competitive remuneration and conditions of employment which enable the company to recruit and retain members of the executive management with the competence and capacity to achieve specified goals. To this end, the company must offer competitive remuneration to motivate the executive management.

When preparing remuneration issues, external advisors are utilized when needed. This is done continuously, in order to collect and evaluate information about current market conditions.

The remuneration and other terms of employment for members of the executive management shall be based on market terms and factors such as scope and complexity of the position in question as well as the individual’s performance is taken into account.

The total remuneration consists of the following parts:

• Fixed remuneration
• Short-term incentive program (STI)
• Long-term variable pay
• Other benefits
• Pension
• Employment terms and severance

Fixed remuneration

In establishing the base salary for the CEO and members of the executive management, the scope, and complexity of the position in question, as well as the individual’s performance is taken into account. The executive management’s salaries are, like the other components of remuneration, subject to annual review by the Remuneration Committee, with the support of external salary statistics to ensure that the salaries remain competitive. The base salary constitutes a maximum of 65 percent of total remuneration in the event of a maximum outcome of short-term variable pay.

Short-term variable pay

Short-term variable pay can amount to a maximum of 110 percent of base salary and 55 percent of total remuneration.

Long-term variable pay

Members of the executive management can be offered incentive programs, which mainly should be shared or share price-related. An incentive program is intended to improve the participant’s commitment to the company’s development and shall be introduced on market-based terms. Resolutions on share or share price-related incentive programs must be passed at an Annual General Meeting and are therefore not covered by these guidelines.

Other benefits

Other benefits may consist of a car benefit and health insurance.

Pension benefits

Pension benefits are premium-based. Members of the executive management employed in Sweden after 2012 are covered by the contribution-defined plan under ITP1. Members of the executive management employed prior to 1 January 2022 have a supplementary contribution-defined pension plan in addition to the ITP plan. The contractual retirement age is 65 years for members of the executive management employed in Sweden. For members of the executive management employed outside of Sweden, locally competitive pension plans and retirement ages are applied. The pension premium for the CEO is limited to 35% of the base salary.

Notice of termination and severance pay

The employment or contractual agreements of members of the executive management shall be valid until further notice or for a specified period of time. For the CEO, in the event of termination by the company, a twelve months notice period and twelve months of severance pay apply. For members of the executive management employed in Sweden, the mutual notice period is a maximum of six months. 

Upon termination by the company, six months’ severance pay also applies. During the notice period, the current employment contract runs with associated benefits. In cases where severance pay would be paid, no other benefits will be paid after the expiry of the notice period. For other members of the executive management who are locally employed outside of Sweden, employment or contractual agreements shall comply with mandatory rules applicable in the relevant jurisdiction or local practice.