GOVERNANCE
Principles for Remuneration
Principles for remuneration to senior executives decided by the AGM can be found
here.
Remuneration to senior executives in 2017 amounted to 31 397 TSEK (41 993) excluding pensions costs and to 38 261 TSEK (49 080) including pension costs.
For more information regarding remuneration to the Board of Directors and to senior executives during 2017, see
Note 4 in the 2017 Annual Report.
Incentive Programmes
Incentive programme 2012
Incentive Programmes
Incentive programme 2012
In connection with the 2012 Annual General Meeting (AGM) an incentive programme
was adopted for 50 senior executives. The market value of the warrants
was determined externally using the Black & Scholes valuation model and
the price was set at SEK 4.00 per warrant. A warrant gives the holder the right
to subscribe to a share in Gunnebo AB at a price of SEK 31.40 during certain
periods
in 2015-2016. The last of the warrants were exercised in 2016 and the
programme is now fully settled.
Long-term incentive programme LTIP 2015
The 2015 AGM decided on a long-term share-based incentive programme for a
maximum of 20 employees including the President, members of GET and other
key personnel within the Group. The programme requires that the participant
invests in Gunnebo shares within LTIP 2015 ("Savings shares"). The Savings
shares must be kept for a three-year earning period from 1 June 2015 to 1 June
2018. Providing that the participant still owns the shares and is still employed
within the Group at the end of the earning period, the participant is entitled to
receive one Gunnebo share free of charge for each Savings share he/she has
invested in ("Matching shares"). Furthermore, the company's President is entitled
to receive a maximum of four Gunnebo shares per Savings share, and the
other participants are entitled to receive up to three Gunnebo shares if certain
performance goals have been met ("Performance Shares"). Allocation of Performance
shares will be based on minimum and maximum levels of earnings per
share during the vesting period as determined by the Board. The minimum and
maximum levels have been set at SEK 8.00 and SEK 14.00 accumulated earnings
per share over a three-year period.
The expected pay-out under this programme is that Matching shares of
103,580 can be allotted depending on the remaining employment condition being
fulfilled by the participants and that the saving shares have remained in the
employee’s securities account during the whole vesting period. No allotment of
Performance shares will be made as the related targets have not been fulfilled.
The cost of the LTIP 2015 is based on the share price at grant date times the
expected number of shares to be issued and is spread over the vesting period
from 1 June 2015 to 1 June 2018. The share price at grant date was determined
to be SEK 37.80 and excludes the present value of expected dividends during the
period up until the shares are distributed, in accordance with the terms of the
programme.
Amounts expensed in 2017 amounted to MSEK +2.2 (–3.6) including social
charges of which MSEK +1.8 related to GET members. The provision in the balance
sheet amounted to MSEK 4.2 (6.4) including social charges.
Long-term share based incentive programme (LTI 2017/2021)
The AGM approved the implementation of a long-term share based incentive
programme (LTI 2017/2021) comprising 20 participants employed within the
Group, including the CEO. Under this programme, the participants will receive,
subject to the performance and development of three different performance
conditions during the financial year 2017, shares free of charge on the allotment
day, which will occur after the 2021 Annual General Meeting but before 30 June
2021. The maximum number of shares that may be received shall correspond to
20 percent of the participant’s actually paid salary 2017, however with certain
limitations regarding the maximum number of shares that can be allotted to
each participant. A maximum total of 212,986 shares may be allotted excluding
shares to cover the cost of social security contributions. Additionally, allotment
of shares is conditional upon the participant being employed within the Group
until the expiration of 2020. No allotment will be made under this programme
due to the non-achievement of the performance conditions.
