In accordance with the Swedish Companies Act, the general meeting of shareholders is to pass a resolution on remuneration guidelines for the CEO and other senior executives. The following guidelines were adopted by the annual general meeting on 15 May 2019.
Remuneration to the members of the board of directors
Fees and other remuneration to board members, including the chairman, are decided at the annual general meeting. The annual general meeting on 15 May 2019 resolved that a fee of SEK 400,000 shall be paid to the chairman of the board of directors and a fee of SEK 200,000 shall be paid to other members of the board. In addition, SEK 100,000 shall be distributed to the chairman of the audit committee and SEK 50,000 to the chairman of the remuneration committee.
Guidelines for remuneration of CEO and other senior executives
Senior executives refer to the CEO and executive management. The aim of the guidelines is to ensure that Bygghemma Group can attract, motivate and retain senior executives, both within Bygghemma Group and its subsidiaries, within the context of Bygghemma Group’s peer group, which comprises Nordic online and offline retailers. 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 variable salary, as well as the possibility to participate in a long-term incentive program, including share-based instruments such as synthetic options and employee stock options, and pension schemes. These components shall create well-balanced remuneration reflecting the individual’s competence, responsibility and performance, in both the short and long term, and Bygghemma Group’s overall performance.
The senior executives’ fixed salary is to be competitive and based on the individual senior executive’s competences, responsibilities and performance.
The senior executives may receive variable remuneration in addition to fixed salaries. The contracted variable remuneration will not exceed a maximum of 200 percent of the fixed annual salary for the CEO and for other senior executives a maximum of 150 percent of their respective fixed annual salary. The variable remuneration shall be based on the performance of the senior executives in relation to predetermined and measurable goals and targets aimed at promoting the Bygghemma Group’s long-term value creation, which are to be established and documented annually.
Bygghemma Group provides other benefits to senior executives in accordance with local practice. Such other benefits may include a company car and company healthcare. Occasionally, for a limited period, housing allowance could be granted where appropriate.
The senior executives are entitled to pension contributions based on those that are customary in the country in which they are employed. Pension contributions will be secured through premium payments to insurance companies.
Notice of termination and severance pay
The maximum notice period in any senior executive’s contract may be no more than twelve months during which time salary payment will continue. The Company does not allow any additional contractual severance payments.
If a board member carries out work on behalf of the Company, besides duties falling within the scope of the assignment as a board member, consultancy fees and other remuneration for such work may be discharged after a board resolution.
Deviations from the guidelines
In special circumstances, the board of directors may deviate from the above guidelines, for example additional variable remuneration in the case of exceptional performance. In such a case the board of directors shall explain the reason for the deviation at the following annual general meeting.