Getinge 2022 Annual Report
Getinge 2022 Annual Report
Introduction
Strategy
Corporate Governance
Annual Report
Sustainability Report
Other information
Contents
Current guidelines for remuneration
to senior executives
Adopted at the 2022 Annual General Meeting
1. Scope of the guidelines, etc.
These guidelines cover the individuals who, during the validity
period of the guidelines, are included in the group management
of Getinge AB (publ), below referred to as "Senior Executives". The
guidelines shall apply for remuneration agreed and amendments in
any remunerations already agreed, as of the adoption of the guide-
lines by the 2022 Annual General Meeting. The guidelines are not
applicable on any remuneration resolved by the General Meeting.
2. Promotion of Getinge's business strategy,
long-term interests and sustainability, etc.
A prerequisite for successful implementation of the company's
business strategy and safeguarding the company's long-term
interests is that the company is able to recruit and retain qualified
personnel. The main principle is that remuneration and other
employment conditions for Senior Executives, shall be in line with
market terms and competitive on every market where Getinge
operates, to ensure that competent and skilled personnel can be
attracted, motivated and retained. Individual levels of remuneration
shall be based on experience, competence, level of responsibility
and performance, and also the country were the Senior Executive
is employed. These guidelines promote the company's business
strategy, long-term interests and sustainability as described in the
below section regarding criteria for variable remuneration, and
contribute to the company's ability to, on a long-term basis, retain
qualified personnel.
For information regarding Getinge's business strategy,
please see the company's annual reports and the website
(https://www.getinge.com).
3. Principles for various types of remuneration, etc.
The total remuneration to Senior Executives shall be in line with
market terms and consist of base salary (fixed cash remuneration),
variable cash remuneration, pension benefits and other benefits.
In addition, the General Meeting may - irrespective of these
guidelines - resolve on, for instance, share- or share price-related
remunerations.
Fixed remuneration
The fixed remuneration, meaning the base salary, shall be based on
the individual employee's area of responsibility, authority, compe-
tence, experience and performance.
Variable remuneration
The allocation between base salary and variable remuneration shall
be in proportion with the area of responsibility and authority of the
executive. The variable remuneration shall always be pre-limited to
a maximum amount and related to predetermined and measurable
criteria, designed to contribute to the business strategy and long-
term added value of the company.
The annual variable remuneration is designed to promote the
company's strategy to produce and offer products that can support
in making health care more efficient in the long-term and to pro-
vide better health care for the people who need Getinge's products.
If the above-mentioned activities are performed in an efficient and
sustainable way, one outcome is improved financial results and
increased capital efficiency, which constitutes the foundation of
the variable remuneration. The sustainability work is integrated in
the company's day-to-day operations. If the company's principles
for sustainability or ethical guidelines are not complied with, the
company has the possibility to withhold any variable remuneration
or reclaim already awarded remuneration.
Annual variable remuneration
For Senior Executives, the annual variable remuneration (annual
bonus) shall be capped at 70% and, in specific cases, were the
nature of the position, the competitive situation and the country
of employment so require, capped at 90% of the fixed annual base
salary. The variable remuneration shall be based on objectives set
by the Board of Directors. These objectives are related to (i) earn-
ings, (ii) organic growth, (iii) working capital and cash flow, and (iv)
sustainability. In order to promote the interest of the shareholders',
the company's values and collectively strive to achieve the business
strategy, long-term interests and sustainable development of the
company, all members of the group management have the same
targets for annual variable remuneration.
Variable long-term cash bonus (LTI-bonus)
In addition to base salary and annual variable remuneration as
described above, Senior Executives can obtain a variable long-term
bonus (LTI-bonus). The target that forms the basis for the LTI-bonus
is adjusted earnings per share for a three year period, adjusted for
the category of adjustment items decided at implementation of the
program by the Board of Directors at the recommendation by the
Remuneration Committee. By connecting the performance target
to the shareholders' objective, a common interest to promote
Getinge's business strategy, long-term interests and value creation
is created. Payment is subject to continued employment at the
end of the vesting period for the LTI-bonus (with some customary
exceptions).
The vesting period for the LTI-bonus shall be not less than three
financial years. The payment of LTI-bonus per each three-year
program shall be capped to 33% of one year's base salary. A new
LTI-bonus program can be set up every year with a duration period
of three years. Senior Executives of the group management shall
invest not less than 50% of the received LTI-bonus (net, after taxes
paid) in Getinge shares, until the Senior Executive's own total hold-
ings of shares correspond to one year's salary (gross). The Senior
Executive shall keep these shares for at least three years.
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