Guidelines for remuneration to senior executives
The Annual General Meeting of 4 May 2010 approved the following guidelines concerning remuneration to senior executives. Senior executives are the CEO and other members of the senior management team.
Billerud shall apply remuneration levels and employment terms that are appropriate in order to recruit and keep a management team with a high level of competence and the capability to achieve established goals. Remuneration shall motivate executives to do their utmost to secure shareholders’ interests. Remuneration may be in the form of fixed salary, variable salary, long-term incentive programs and other benefits such as pension or company car. Fixed and variable salary shall be set in relation to competence, area of responsibility and performance. Variable remuneration will be based on outcomes in relation to established targets and shall be a maximum of a fixed percentage of annual fixed salary and vary between 30% and 45%. However, variable remuneration shall only be paid on condition that the company's result is positive.
Incentive programs within the company shall primarily be linked to financial requirements of performance and shall ensure long-term commitment to the development of the company and shall be implemented on market terms.
Pension benefits shall either be defined-benefit or defined-contribution, and normally give an entitlement to pension from age 65. In some cases the retirement age may be lower, although 62 is the lowest retirement age. Six to twelve months is the normal notification period for termination of employment, and severance pay shall be a maximum of 12 months’ salary in the event of dismissal by the company.
Remuneration and employment terms for the CEO are prepared by the Compensation Committee and decided by the Board. Remuneration and employment terms for members of the senior management team are decided by the CEO, after approval from the Compensation Committee.
The Board of Billerud has the right to deviate from these guidelines in individual cases if there is a good reason.
Remuneration to the Board 2009
The AGM decides the fees to be paid to the Chairman of the Board and Board members. Additional fees are paid for work on committees. The Chairman received SEK 523 thousand in 2009, of which SEK 73 thousand was for committee work. Other Board members received a total of SEK 1 611 thousand, of which SEK 136 thousand was for committee work.
Directors's fee 2009-2010
SEK thousand
| Name |
Annual fee |
Fee Audit Committee |
Fee Compensations Committee |
|
Paid fee 2009 1) |
| Ingvar Petersson |
450 |
30 |
40 |
|
523 |
| Michael M.F. Kaufmann |
350 |
- |
- |
|
350 |
| Gunilla Jönson |
225 |
- |
- |
|
225 |
| Per Lundberg |
225 |
70 |
15 |
|
312 |
| Ewald Nageler |
225 |
- |
- |
|
225 |
| Yngve Stade |
225 |
- |
15 |
|
242 |
| Meg Tivéus |
225 |
30 |
- |
|
257 |
1) The fees decided by the AGMs in 2008 and 2009. For more details on Board remuneration, please see note 24 in Annual report 2009.
Remuneration to the CEO and senior executives 2009
In 2009, the actual bonus was 40% for the CEO and an average of 28% for the senior management team.
Remuneration and benefits to the CEO, SEK thousand
| Name |
Year |
Gross salary |
Variable remuneration |
Other benefits |
Pension costs |
Total |
| Per Lindberg |
2009 |
4 938 1) |
1 937 |
245 |
1 148 |
8 267 |
| Per Lindberg |
2008 |
4 814 2) |
705 |
194 |
1 121 |
6 834 |
Remuneration and other benefits to rest of senior management team, SEK thousand
| Name |
Year |
Gross salary |
Variable remuneration |
Other benefits |
Pensions costs |
Total |
| Senior management team 3) |
2009 |
11 390 |
3 223 |
791 |
4 274 |
19 678 |
| Senior management team |
2008 |
11 286 |
1 734 |
733 |
3 888 |
17 641 |
1) This amount includes holiday pay supplement, allowances for expenses and lunch coupons of SEK 96 thousand in addition to fixed salary.
2) This amount includes holiday pay supplement, allowances for expenses and lunch coupons of SEK 114 thousand in addition to fixed salary.
3) These amounts include remuneration and other benefits for a person who left the senior management team in 2009. These amounts refer to the period that person was a member of the team.
Comments:
• The variable remuneration for 2009 refers to amounts to be paid out in 2010 but charged to 2009, while the variable remuneration for 2008 refers to remuneration paid out in 2009 but charged to 2008. The actual amounts are based on financial and individual targets linked to the development of the business and to profit for 2009 and 2008.
• Other benefits include company car, housing and other taxable benefits.
• Pension plans are of the defined-benefit and defined-contribution types. Pension cost refers to the cost charged to net profit/loss for the year.
• In Billerud’s Long-Term Incentive Programme, as part of the share-matching scheme the CEO is entitled to acquire 5 585 shares at the end of the programme in 2010 at a price of SEK 28.92 per share. Other members of the senior management team are entitled to acquire a total of 9 132 shares in a corresponding programme at a price of SEK 28.92 per share. In the second section of the programme, involving the opportunity to acquire “performance shares”, the outcome for 2009 has not yet been determined.