Getinge 2022 Annual Report
Getinge 2022 Annual Report
Introduction
Strategy
Corporate Governance
Annual Report
Sustainability Report
Other information
Contents
Fixed remuneration
The fixed remuneration, meaning the base salary, shall be based
on the individual employee's area of responsibility, authority,
competence, 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 provide
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 sal-
ary. The variable remuneration shall be based on objectives set by
the Board of Directors. These objectives are related to (i) earnings,
(ii) organic growth, (iii) working capital and cash flow, and (iv) sus-
tainability. 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.
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 does 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 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 possibility to, in accordance with
legislation or agreement, in whole or partly, reclaim any variable
wrongly awarded remuneration.
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
corresponding 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
Remuneration 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.
Pension and insurance
The CEO has right to retire from the age of 62 and other Senior
Executives 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.
Pension contributions for other Senior Executives shall amount
to a maximum of 40% of the pensionable salary and shall be on a
defined contribution basis. Variable cash remuneration shall not
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