Getinge 2022 Annual Report
Getinge 2022 Annual Report
Introduction
Strategy
Corporate Governance
Annual Report
Sustainability Report
Other information
Contents
Remuneration report 2022
Introduction
This report reflects how the guidelines for remuneration to Senior
Executives, adopted at the 2022 Annual General Meeting, have
been implemented and applied during 2022. The report also provide
details on the remuneration to the CEO, how the performance
targets for variable remuneration has been applied, the synthetic
option program issued by the majority shareholder and information
that the company has not implemented any share- or share price-
related incentive programs. This report has been prepared in
compliance with the Swedish Companies Act and the Rules on
remuneration of the Board and Executive Management and
Incentive programs issued by the Swedish Corporate Governance
Board (the Remuneration Rules).
Further information on remuneration to Senior Executives is
available in Note 29 on page 109-110 of the Annual Report 2022.
Information on the work by the Remuneration Committee in 2022
is set out in the Corporate Governance Report, which is included
on pages 28-56 of the Annual Report 2022.
Remuneration to the members of the Board of Directors is not
covered by this report. Such remuneration is resolved annually by
the Annual General Meeting and disclosed in Note 29 on page 109
of the Annual Report 2022 and the Corporate Governance Report
on pages 38-40 of the Annual Report 2022.
The group's overall performance 2022
The CEO summarizes the group's result and overall performance
in his statement, which is included on page 8-9 in the Annual
Report 2022.
The company's remuneration guidelines:
scope, purpose and deviations
A prerequisite for successful implementation of the company's
business strategy and safeguarding of its long-term interests
and sustainability is that the company is able to recruit, motivate
and retain qualified personnel. By enabling the possibility to offer
Senior Executives a competitive total compensation, the guidelines
contribute to the ability for the company to, on a long-term basis,
retain qualified personnel.
The total remuneration to Senior Executives shall be on market
terms and consist of base salary (fixed cash remuneration),
variable cash remuneration, any other variable remuneration,
pension benefits and other benefits. The remuneration, and other
employment conditions for Senior Executives, shall be on market
terms and competitive on every market where Getinge operates.
In addition, the General Meeting can decide on share- or share
price-related remunerations.
The fixed remuneration (the base salary) should be based on the
individual executive's area of responsibility, authority, competence,
experience and performance. The allocation between base salary
and variable remuneration shall be proportional to the executive's
level of responsibility and authority. The variable remuneration
shall always be pre-limited to a maximum amount and connected
to pre-determined and measurable criteria, designed to contribute
to the business strategy, long-term added value and sustainability
of the company.
The guidelines adopted at the Annual General Meeting 2022 are
available on pages 63-65 and the proposed revised guidelines for
2023 are available on pages 65-67 in the Annual Report 2022.
During 2022 the company has complied with the guidelines
adopted at the Annual General Meeting 2022. On the basis of the
possibility prescribed in the guidelines for remuneration to Senior
Executives, the Board of Directors has however during 2022 re-
solved on a temporary deviation from the guidelines in one specific
case, relating to an agreement with Lena Hagman (former EVP
Quality Compliance, Regulatory & Medical Affairs) on extended
notice period and salary during the notice period, as well as the
possibility for Getinge to call off consultancy services if deemed
necessary. The Board of Directors has resolved on the temporary
deviation from the guidelines as it has been deemed necessary to
serve the company's long-term interests and a sustainable devel-
opment of the company by ensuring a responsible management of
the quality regulatory area as well as continued support and com-
petence to the extent that Getinge deems it necessary. In addition,
during 2022 the Board of Directors has resolve on a temporary de-
viation from the guidelines that does not apply until the financial
year 2023, relating to some supplementary pension contributions
to member of the group management who are included in the
ITP1 pension plan. The deviation has been resolved upon in order
for the concerned persons to be treated equally with those who
are included in ITP, as a result of a mandatory rule change for ITP.
However, in the guidelines that the Board of Directors proposes to
be adopted by the Annual General Meeting 2023, the guidelines
for pension contributions have been amended to also cover the
rule change, and the above-mentioned handling will thereby be
in line with the proposed guidelines. In addition to the temporary
deviations made on the basis of the guidelines mentioned above,
no deviations from the guidelines nor any derogations from the
procedure for resolution on remuneration, established by the
remuneration guidelines, have been made.
The auditors' statement regarding the company's compliance
with the guidelines is available on www.getinge.com/int/about-us/
corporate-governance/general-meetings under the tab Annual
General Meeting 2023. No paid remuneration has been reclaimed
during 2022.
Share based remuneration - outstanding share-
or share price-related incentive programs
The General Meeting has not resolved on implementation
of any share- or share price-related incentive programs.
Synthetic option program issued by the
majority shareholder
During 2018, the Board of Directors of Getinge AB was informed
that the majority shareholder of the company, Carl Bennet AB,
had issued an incentive program consisting of synthetic options
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