According to the Swedish Companies Act, the general meeting is to decide on guidelines for remuneration to the CEO and other senior executives.
Remuneration of board members
The extraordinary general meeting on 28 June 2021 resolved that until the next annual general meeting an annual fee of SEK 500,000 was to be paid to the chairman of the board and SEK 250,000 was to be paid to each of the other board members. It was also decided that an annual fee of SEK 100,000 would be paid to the chairman of the audit committee and SEK 50,000 to the other two members of the audit committee, and that an annual fee of SEK 100,000 would be paid to the chairman of the corporate governance committee, and SEK 50,000 to the other two members of the corporate governance committee. No fees shall be paid to members of the remuneration committee. In addition, it was resolved that board members of the Company’s investment committee will receive an annual fee of SEK 100,000.
Guidelines for remuneration of senior executives
Remuneration of the Company’s senior executives is resolved by the board in consultation with the remuneration committee, in accordance with the Code. At the extraordinary general meeting held on 4 October 2021, it was resolved to adopt the following guidelines for remuneration of the CEO and other members of the management team. The guidelines do not cover remuneration that has been resolved by the annual general meeting or remuneration through the incentive programme adopted by the general meeting on 4 October 2021 (for more information, see below).
The main principle is that remuneration is to promote the Company’s business strategy, long-term interests and sustainability, as well as counteract unhealthy risk-taking. In addition, remunerations aims to enable competitive total remuneration to senior executives in the Company.
Remuneration to the Company’s senior executives shall be market-based and consist of fixed salary, pension benefits and other benefits. Additionally, the general meeting can resolve on such matters as share and share-price-related remunerations.
For the Company’s CEO, pension premiums, including sickness insurance, are to be defined-contribution plans, and pension premiums for defined-contribution plans shall not exceed 30 per cent of the fixed annual cash salary of the CEO. Other senior executives are covered by an ITP plan in accordance with applicable collective agreement provisions. Other benefits can include life insurance, medical benefits insurance and company car benefit, which together must not exceed 10 per cent of the fixed annual salary.
From the Company’s side, the notice period for termination may be at most 12 months for the CEO and at most six months for other members of management. From the senior executive, the notice period for termination may be at most six months. No termination benefits are paid. However, remuneration for potential commitments to restrict competition could be issued, with the aim of compensating for any loss of income as a result of the commitment to restrict competition.
The tasks of the remuneration committee include preparing the Board’s resolutions on proposals for guidelines concerning remuneration of senior executives. The remuneration committee shall also follow and evaluate the programme for variable remuneration for the management team, the application of guidelines for remuneration for senior executives and the relevant remuneration structures and levels in the Company. The Board shall prepare proposals for new guidelines at least once every four years, and submit the proposal to be resolved by the annual general meeting. The guidelines apply until new guidelines have been adopted by the general meeting.
At the extraordinary general meeting of the Company on 4 October 2021, it was resolved to issue warrants in the 2021/2025 series as part of a long-term incentive programme for the Company’s CEO, other senior executives and key employees (“LTIP 2021”). LTIP 2021 was approved at the extraordinary general meeting of Resurs Holding on 2 November 2021.
LTIP 2021 comprises a maximum of 440,000 warrants and the Company retains subscription rights. The Company has the right to transfer warrants to participants in LTIP 2021 and on 14 December 2021 LTIP 2021 comprised a total of 240,000 warrants that eight (8) senior executives and key employees at the Company had acquired from the Company at the market price calculated according to the Black & Scholes formula. Warrants that are not initially transferred to the participants or that are subsequently repurchased by the Company may be transferred to future employees or employees who have been promoted.
Full exercise of the warrants transferred to date would amount to dilution of approximately 1.1 per cent. If all of the warrants issued in the LTIP 2021 framework were transferred to participants and thereafter exercised to subscribe for shares, dilution would amount to approximately 2.15 per cent.
Each warrant carries entitlement to subscribe for one (1) share in the Company at a subscription price of SEK 79.10 per share, which corresponds to 130 per cent of the volume-weighted average price according to Nasdaq Stockholm’s official share price list for the Company for a period of five trading days from the first day of trading of the Company’s shares on Nasdaq Stockholm. If, when shares are subscribed for, the price paid for the Company’s shares when Nasdaq Stockholm closes on the trading day immediately preceding subscription exceeds 146.15 per cent of the subscription price, then the subscription price shall be increased by an amount corresponding to the amount of the aforementioned closing price that exceeds 146.15 per cent of the subscription price. Shares can be subscribed for using the warrants during the period from and including 3 March 2025 up to and including 30 May 2025.