Getinge 2022 Annual Report
Getinge 2022 Annual Report
Introduction
Strategy
Corporate Governance
Annual Report
Sustainability Report Other information
Contents
qualify for pension benefits in general, except where mandatory
by collective bargaining agreement provisions applicable for the
executive. In such case, this shall be considered when creating the
total benefits package. In addition to the above, Senior Executives
may be covered by an additional health income insurance
(sw. sjukinkomstförsäkring).
For employments governed by other than Swedish regulations,
pension benefits and other insurances may be duly amended to
comply with mandatory rules or established local regulations,
taking into consideration, to the extent possible, the overall
purpose of these guidelines.
Other benefits
Other benefits such as company car, additional medical insurance
(sw. sjukvårdsförsäkring) and company health care (sw. företags-
hälsovård), may be provided to the extent this is considered to be
in line with market terms for Senior Executives on similar positions
on that local market. The total value of such benefits may not
exceed 10% of the fixed base salary.
Conditions for termination
Senior Executives shall have a permanent employment. If the
company terminates the employment, the notice period shall not
exceed twelve months. Upon termination of employment, the total
of the fixed salary during the notice period together with severance
pay may not exceed an amount equivalent to two years fixed base
salary for the CEO, and one year for other executives. If the execu-
tive terminates the employment, the notice period shall not exceed
six months and be without any right to severance pay.
Senior Executives may be entitled to compensation for any com-
petition restrictions after the termination of employment, however,
only to the extent severance pay for the corresponding period is
not awarded. The purpose of such compensation is to compensate
the executive for any gap between the monthly base salary at the
notice of termination and (lower) monthly income received, or
that could be received, by a new employment, assignment or own
1) Pension contributions may, exceptionally, exceed this limit if required to comply
with mandatory law, collective bargaining agreements or other applicable rules or
established local practice, taking into consideration, to the extent possible, the
overall purpose of these guidelines.
business. The compensation can be awarded during the period of
the competition restriction, however, not more than for 12 months
after the termination of employment.
Salary and employment conditions for employees
When preparing the Board of Director's proposal for these remu-
neration guidelines, salary and employment conditions for the
company's employees have been considered. This have been made
by including information of the total income of the employees, the
components of the remuneration and the increase and growth
rate over time, as part of the Remuneration Committee's and the
Board of Directors' basis for decision when evaluating whether
the guidelines and the limitations set out herein are reasonable.
The development of the gap between the remuneration to Senior
Executives and remuneration to other employees will be disclosed
in the remuneration report.
4. The resolution process to determine, review and
implement the guidelines
The Board of Directors has established a Remuneration Com-
mittee. The Committee's tasks include preparing the Board of
Directors' decision to propose guidelines for Senior Executive
remuneration. These are reviewed annually and new proposals for
guidelines shall be drafted by the Board at least every fourth year
and presented to the Annual General Meeting for resolution. The
guidelines shall be in force until new guidelines are adopted by the
Annual General Meeting.
The Remuneration Committee shall also monitor and evaluate
programs for variable remuneration to Senior Executives, the
guidelines for remuneration to Senior Executives, as well as the
current remuneration structures and compensation levels in the
company, and provide recommendations to the Board of Directors
in relation to remuneration to the CEO. Regarding resolution on
remuneration to other Senior Executives in accordance with the
guidelines (other than the specifically regulated above) the CEO
shall consult with the Remuneration Committee.
The CEO and other members of the group management do
not participate in the Board of Directors' processing of, and
resolutions on, remuneration-related matters when such matters
concern them.
The Board of Directors shall annually draw up a remuneration
report that shall be presented to the Annual General Meeting
for approval.
5. Deviations from the guidelines
The Board of Directors may temporarily resolve to deviate from the
guidelines, entirely or partly, if in a specific case there is special
cause for the deviation and a deviation is necessary to serve the
company's long-term interests, a sustainable development of the
company or to ensure the company's financial viability. As set out
above, the Remuneration Committee's tasks include preparing the
Board of Directors' resolutions in remuneration-related matters.
This includes any resolutions to deviate from the guidelines.
6. Description of material changes of the guidelines and
how the shareholders' opinions are considered
The current applicable guidelines for remuneration to Senior
Executives were adopted on the 2022 Annual General Meeting. The
guidelines that are now proposed to be adopted by the 2023 Annual
General Meeting correspond in principle to the guidelines adopted
by the 2022 Annual General Meeting, save for that the provisions
for pension contributions for Senior Executives, excluding the CEO,
have been clarified in order to specify a common cap, regardless of
which pension plan the Senior Executives belong to.
No remarks on the remuneration guidelines have emerged in
connection with dealings at General Meetings.
7. Other
The guidelines entail a level of remuneration, which in principle is
equivalent to the remuneration for the financial year 2022.
Information regarding remuneration, etc. to Senior Executives
during the financial year 2022 is set out in note 29 of the Annual
Report 2022, including any previously resolved remuneration that
has not yet been due for payment, and in the remuneration report.
Gothenburg in March 2023
The Board of Directors of Getinge AB (publ)
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