Getinge 2022 Annual Report

Getinge 2022 Annual Report Introduction Strategy Corporate Governance Annual Report Sustainability Report Other information Contents Limitation of total variable remuneration for the CEO For the CEO, the total payment of variable remuneration (annual variable remuneration and LTI-bonus), in addition to what is previously mentioned, annually be limited so that the total variable remuneration do not exceed 100% of the fixed salary. This applies to variable remuneration that is paid 2022 or later." Determination of result for variable remuneration, etc. When the measuring period for achievement of the criteria for payment of the variable remuneration has expired, the Board of Directors shall, based on proposal by the Remuneration Commit- tee, establish to which extent the criteria are achieved. In their assessment on whether the criteria are achieved or not, the Board of Directors may, in accordance with proposal by the Remuneration Committee, allow exception from the established targets on the conditions set out in the below item 5. The assessment of achieve- ment of the financial targets shall be based on the company's most recent published financial information, with any adjustments predetermined by the Board of Directors when implementing the program. Variable cash payment can be awarded after the expira- tion of the measuring period (annual variable remuneration) or be subject to postponed payment (LTI-bonus). Getinge is actively working to ensure that the company is managed in the most sustainable, responsible and efficient way possible, and that applicable legislations and regulations are complied with. Getinge also apply internal rules, including a code of conduct and different group-wide steering documents (policies, instructions and guidelines) within a range of different areas. Variable remuneration shall not be awarded, and variable remune- ration can be reclaimed, if the Senior Executive has acted contrary to these rules, principles or the company's code of conduct. Variable remuneration shall not be awarded if the earnings before tax is negative. The Board of Directors shall also have the possi- bility to, in accordance with legislation or agreement, in whole or partly, reclaim any variable wrongly awarded remuneration. 1) As the rule on limitation of maximum payment has been applied discretionary by the Board of Directors during 2021/2022 already before the implementation of the guidelines, the part of the variable remuneration ("exceeding remuneration") that has been earned during 2021 or earlier that is not paid during 2022 by applying this limitation, shall be payable during 2023 or later, provided that sufficient amount up to 100% of the fixed salary is available the current year, until the full exceeding remuneration has been paid. Other variable remuneration Additional variable cash remuneration can be awarded in case of extraordinary circumstances, provided such extraordinary arrange- ments are only conducted for the purpose of recruiting or retaining executives. Such remuneration may not exceed an amount corre- sponding to 100% of the base salary and only be awarded once a year per individual. Resolution on such remuneration shall be made by the Board of Directors and based on a proposal by the Remune- ration Committee. In addition to variable remuneration, resolutions on share-or share price-related incentive programs, in accordance with the above, can from time to time be made. Pensions and health insurance (sw. sjukförsäkring) The CEO has right to retire from the age of 62 and other Senior Execu- tives has right to retire in accordance with applicable local regulations. Pension contributions for the CEO shall amount to no more than 40% of the fixed base salary on a defined contribution basis. Variable cash remuneration shall not qualify for pension benefits. Other Senior Executives shall be covered by ITP1 or ITP2 and the pension benefits shall be on a defined contribution basis. Variable cash remuneration shall not 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. Senior Executives covered by ITP2, with the option to choose 'alternative ITP' has, according to the ITP2-pension plan, benefits up to 7.5 income base amounts (sw. inkomstbasbelopp) ("IBB") and health insurance covering a salary up to 30 IBB. On portions of the salary above the cap of the ITP2-plan of 30 IBB, there is a supplementary contribution of 30% of the pensionable salary. In addition to the above, Senior Executives can be covered by an additional health income insurance (sw. sjukinkomstförsäkring) for portions of the salary over 30 IBB, premium relief insurance (sw. premiebefrielseförsäkring) and part-time pension premium, amounting to not more than 3% of the fixed base salary. For employments governed by other than Swedish regulations, pension benefits and other benefits may be duly amended to com- ply 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 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 increase of the gap between the remuneration to Senior Executives and remuneration to other employees will be disclosed in the remuneration report. 64