Compensation committee
The Compensation Committee is appointed annually from within the Board of Directors.
Members are Conny Karlsson (Chairman), Charles A. Blixt and Arne Jurbrant.
Although the Committee's work is primarily of a preparatory and advisory nature, the Board of Directors has granted it decision-making authority concerning certain matters in limited areas (such as matters involving compensation to the Group management, apart from the President) and may also delegate decision-making authority to the Committee in other special cases.
The Committee’s duty is to prepare and present decision proposals for the Board on the following matters:
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Guidelines, to be proposed to the Annual General Meeting, for the determination of salaries and other remuneration as well as other employment terms for the President and other members of the Group management;
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Share related incentive schemes;
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Salaries and other remuneration as well as other employment terms for the President, including the annual review of salaries;
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Other remuneration and employment term matters which by law or other regulations, the Swedish Code of Corporate Governance or established practice shall be resolved by the General Meeting or the Board of Directors.
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Approval of significant engagements outside the Company with respect to the President.
The Board has delegated its decision-making power to the Committee on the following matters:
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Calculation and payment of variable salaries to the President and other members of the Group management;
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Allotment of options within the frameworks of the stock option programmes resolved by the General Meeting;
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Payment of funds to the Company’s profit sharing system in Sweden, in accordance with the rules for the Swedish profit sharing system resolved by the Board;
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Salaries and other remuneration (within the guidelines resolved by the General Meeting) to, and other employment terms for, other members of the Group management than the President;
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Approval of significant engagements outside the Company with respect to other members of the Group management than the President;
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Remuneration payable to employee representatives on the Board for time devoted to study and reading.
The Committee's chairman kept the Board of Directors informed on an ongoing basis about the Committee´s work and decisions during the year.
The Committee shall meet as often as necessary but at least twice annually. The number of meetings during 2007 was five, including one by telephone and one by means of correspondence.
During 2007, the Committee devoted special attention to variable compensation for 2006 to be paid in 2007, establishing the structure and target parameters for variable compensation to the President and other members of the Group Management Team for 2007, as well as principles for future variable compensation, proposals to the Board concerning adjustments to the President´s salary and variable compensation for 2008 and determination of salaries for other members of the Group Management Team for 2008. In addition, the Committee submitted a proposal to the Board, prior to the 2007 Annual General Meeting, to have the Company issue call options in respect of the 2006 options program and a proposal for principles for the determination of salaries and other compensation paid to the President and other members of Group Management Team.
The Committee's work regarding levels and structures for compensation to Group Management was performed with the help of external expertise.