The guidelines for remuneration to executive management adopted by the annual general meeting 2021 are summarized below. For the complete guidelines, see page 102 in the Annual Report 2020/21.
Goal: attract, motivate and retain competent employees and managers, both in the short and long term.
Employment terms for executive management shall include a well-balanced combination of:
The total compensation shall be on market terms on the geographic market where the individual resides or works. As far as possible, remuneration shall be based on performance and thus the annual variable remuneration shall constitute a relatively large portion of the total remuneration.
Fixed salary
Fixed salary for executive management shall be individual and based on:
The fixed salary may amount to between 40 and 50 per cent of the total annual fixed salary and variable remuneration.
Variable remuneration (annual bonus)
In addition to fixed salary, executive management are entitled to variable remuneration, referred to as an annual bonus. The variable remuneration consists of:
Annually to be established by the Board of Directors with the aim of ensuring that they are in line with the Group’s business strategy and long-term interests, including its sustainability, as well as results targets.
The size of the variable remuneration varies depending on position and may constitute between 30 and 70 per cent of fixed annual salary at full achievement of targets. There is potential to receive, at most, 200 per cent of the variable remuneration in case of over achievement of targets. Target formulation is structured so that no variable remuneration or bonus is received in the event a minimum performance level or threshold is not achieved.
The fulfilment of the targets is concluded through an overall performance assessment. For the President and CEO, and other executive management the Compensation & Sustainability Committee (CSC) is responsible.
Elekta may alter, discontinue or cancel parts of the remuneration plan, or the entire plan, and may also subsequently correct the remuneration if an error can be identified.
Share-related long-term incentive programs
The long-term incentive programs shall align the interests of the shareholders with the interests of executive management and other key individuals at Elekta.
As per April 30, 2021, Elekta has three outstanding share programs. A fourth share program was decided upon on Elekta’s AGM 2021. More information is available in Note 7 of the annual report and with respect to the share program for 2021/24, in items 16 a) and 16 b) of the material for the AGM 2021.
| 2017/201) | 2018/211) | 2019/222) | 2020/232) |
Originally designated number of shares | 272,379 | 530,799 | 410,307 | 510,622 |
Share price used for calculation of theoretical value SEK | 82 | 120 | 64 | 65 |
Allotment of shares | 2020-09-14 | 2021-09-14 | 2022-09-16 | 2023-09-16 |
Number of shares as of April 30, 2020 | 246,958 | 460,164 | 390,702 | – |
Number of shares granted during the year | – | – | – | 510,622 |
Number of shares cancelled/expired during the year | – | -62,336 | -75,587 | -35,775 |
Number of shares released during the year | -246,958 | – | – | – |
Number of shares as of April 30, 2021 | – | 397,828 | 315,115 | 474,847 |
1)Average closing share price of the Elekta class B share on the exchange NASDAQ Stockholm during a period of ten trading days before the day the participants are offered to participate in the program.
2) For the marked-based performance conditions, a Monte Carlo approach has been used to determine the fair value of granted performance shares.
More information is available in Note 7 of the annual report and with respect to the share program for 2021/24, in items 16 a) and 16 b) of the material for the AGM 2021.
Special remuneration
Additional cash variable remuneration can be paid, with a delay in payment up to 36 months, to ensure long-term commitment and that key employees remain in connection with:
The delayed remuneration may not exceed 50 per cent of the contracted annual fixed remuneration per year. Decisions regarding special remuneration for extraordinary endeavours shall be taken by the Board of Directors.
Pensions
When new pension agreements are entered into, executive management who are entitled to pension shall only have defined contribution pension agreements. The general rule is that pension provisions are based only on fixed salary and take place at market levels in each country; however, pension provisions shall not exceed 40 per cent of fixed salary.
Other benefits
Benefits such as company car, compensation for preventive care insurance, healthcare insurance and medical insurance, etc. shall constitute a smaller element of the total compensation package and be in accordance with what is customary on each geographic market. Premiums and other costs for such benefits may not, in total, exceed 20 per cent of fixed salary.
Termination terms and severance compensation
Termination periods within Elekta shall comply with the statutes and agreements applicable on each geographic market. Termination periods with respect to executive management shall be between 6 and 12 months and, in specific cases, executive management are entitled to severance compensation corresponding to 6-12 months’ fixed salary. In case of certain radical changes in the ownership structure, the President and CEO is entitled to receive additional severance compensation corresponding to 18 months’ fixed salary.
Elekta’s CSC shall, each year, prepare remuneration issues and submit to the Board of Directors recommendations. The recommendations shall include:
Decisions regarding remuneration are adopted by the Board of Directors as a whole. The Board of Directors shall prepare proposals for new guidelines at least every fourth year and shall present the proposals for a decision by the AGM.
For more information on the composition of CSC, please see Compensation and Sustainability Committee.
The Board of Directors may decide to derogate temporarily from the guidelines, wholly or in part, where there are particular reasons for doing so in an individual case and provided such derogation is necessary to satisfy Elekta’s long-term interests, including its sustainability, or to ensure Elekta’s financial viability.