Getinge 2022 Annual Report slide image

Getinge 2022 Annual Report

Getinge 2022 Annual Report Note 29 cont. Introduction Strategy Corporate Governance Annual Report Sustainability Report Other information Contents Annual General Meeting's guidelines for remuneration to Senior Executives The 2022 Annual General Meeting resolved on guidelines for remu- neration to Senior Executives, which are described in pages 63-65. Getinge applied the guidelines adopted by the AGM as follows: Principles: The Annual General Meeting decides on remuneration to the Chairman of the Board and Board members. Employee repre- sentatives do not receive Board remuneration. Remuneration to the CEO and other Senior Executives comprises base salary, variable remuneration, other benefits as well as pensions. Other Senior Executives comprise the individuals, who together with the CEO, comprise the Getinge Executive Team. For the Getinge Executive Team structure, see pages 44-45. The allocation between base salary and variable remuneration should be proportionate to the Senior Executive's responsibility and authority. The CEO's variable remuneration is maximized to 80% of base salary. For other Senior Executives, the variable remuneration is maximized to between 60 and 90% of the base salary. Annual variable remuneration: The variable remuneration for Senior Executives is based on performance targets set by the Board and in order to promote the company's development, all members of the Getinge Executive Team have identical targets. For the 2022 fiscal year, the goals were related to earnings, organic sales growth, tied-up working capital, cash flow and sustainability. Variable long-term remuneration: In addition to base salary and the above annual variable remuneration, Senior Executives may also receive a variable long-term bonus that rewards and promotes the company's long term value creation. The earning period for this bonus must be at least three fiscal years and the bonus may amount to a maximum of 100% of base salary. In addition, a limitation rule applies to the CEO regarding the payment of variable long-term remuneration that payment of the annual variable remuneration and variable long-term remuneration together may not exceed 100% of basic salary. The part of long-term variable remuneration that cannot be paid due to the limitation rule will be payable in coming years or later to the extent that the limitation rule is not exceeded for the current year. Pensions: The CEO is entitled to a pension from the age of 62. The pension is premium based and pension expenses amount to 40% of base salary. Variable cash remunerations do not qualify for pension benefits. For other Senior Executives, the retirement age is 65 years, except for one Senior Executive whose retirement age is 62 years in accordance with local regulations in the country of residence. All pension benefits are transferable, i.e. not conditional on future employment. Severance pay: The period of notice for the CEO is a minimum of six months. If termination of employment is initiated by the company then severance pay of 12 months' pay will be awarded. Severance pay is not offset against any other income. After the end of the period of notice, severance pay corresponding to one annual salary is paid. The company is entitled to deduct any income the CEO may receive from other employment or business activities from the severance pay. Upon termination of employment of any other Senior Executives, they have the right to severance pay of six months and a maximum of one year. Drafting and decision-making process: During the year, the Remuneration Committee gave the Board its recommendations concerning policies for the remuneration to Senior Executives. The Board discussed the Remuneration Committee's proposals and decided in line with the Remuneration Committee's recommen- dations. Remuneration to the CEO for the 2022 fiscal year was decided by the Board taking into account the Remuneration Committee's recommendations. Remuneration to other Senior Executives was decided by the Remuneration Committee following a recommendation by the CEO and in consultation with the Chairman of the Board. 110
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