Getinge 2022 Annual Report

Getinge 2022 Annual Report Introduction Strategy Corporate Governance Annual Report Sustainability Report Other information Contents 4. The resolution process to determine, review and implement the guidelines The Board of Directors has established a Remuneration Committee. The Committee's tasks include preparing the Board of Directors' deci- sion to propose guidelines for Senior Executive remuneration. These are reviewed annually and new proposals for guidelines shall be draft- ed 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 guide- lines 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 concerns 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 Execu- tives were adopted on the 2021 Annual General Meeting. These guidelines correspond in principle to the guidelines adopted by the 2021 Annual General Meeting, save for that (i) the targets for annual variable remuneration have been supplemented with a sustain- ability target, (ii) the measurement period for the LTI-bonus covers adjusted earnings per share during a three-year period, and (iii) the payment of variable remuneration to the CEO during one year has been limited to a maximum of one year's salary. 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 2021. Information regarding remuneration, etc. to Senior Executives during the financial year 2021 is set out in note 29 of the Annual Report 2021, including any previously resolved remuneration that has not yet been due for payment, and in the remuneration report. The Board of Directors' proposal to guidelines for remuneration to Senior Executives The Board of Directors of Getinge AB (publ) proposes that the 2023 Annual General Meeting resolves on the following guidelines for remuneration to Senior Executives. 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 2023 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, any other variable 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. 65

View entire presentation