incentive programs. Such a combination of remuneration fosters and
supports management and achievement of objectives in both a short
and long-term perspective. The various types of remuneration that may
be paid out are described below.
Fixed salary
The fixed salary shall consist of customary base salary. The salary is
based on responsibility, performance, expertise and the complexity and
scope of the task. In the event of full payment of variable remuneration,
the fixed annual base salary comprises 40 per cent of the total cash
remuneration, with the exception for President Americas, where the
percentage is 33.33 per cent.
Variable remuneration – STI and LTI
The variable remuneration shall comprise an annual incentive pro
-
gramme (STI) and a long-term incentive programme (LTI), both of which
pay cash remuneration. There is no guaranteed variable remuneration.
The outcome of STI is determined by a number of financial and non-
financial parameters for the Gränges Group. Examples of financial key
ratios includes adjusted operating profit and examples of non-financial
objectives includes a selection of the Group’s long-term sustainability
object and, in certain cases, also specific projects or tasks. The objec
-
tives shall be designed so as to both promote the Group’s business
strategy and long-term interests and the individual long-term develop
-
ment of the member of Group Management.
At the end of the measurement period for fulfillment of the predefined
parameters for payment of STI, a comprehensive evaluation shall be con
-
ducted to assess the extent to which these parameters have been met.
The CEO is responsible for this evaluation for each and every member of
Group Management with the exception of the CEO personally. The Board
of Directors’ Remuneration Committee is responsible for the evaluation
of the CEO. With regards to financial objectives, the evaluation will be
based on the latest financial information made public by the company.
Maximum remuneration for STI is 60 per cent of the fixed annual base
salary for each individual in Group Management, with the exception of
the individual who holds the position of President Americas, for whom
the maximum remuneration can be 100 per cent of the fixed annual base
salary.
STI shall be supplemented by an LTI programme for a term of three
years. An amount corresponding to the outcome of STI for each partici
-
pant shall be reserved in a separate, so called, LTI bank. Provided that
the employee has not been given notice of termination or personally
terminated their employment with the Gränges Group, the amount
which is reserved for LTI shall be paid out at a rate of one-third per year
for three years. The amount shall be adjusted prior to payment to take
into account the total return on the Gränges share.
The total outcome of STI and paid-out LTI during a single year shall be
limited to 150 per cent of the fixed annual base salary, with the excep
-
tion for President Americas, whose payouts are limited to 200 per cent
of the fixed annual base salary.
The company does not have any potential deferral periods or, accord
-
ing to agreements, any possibility to reclaim variable remuneration.
Information on previously resolved remuneration
which is not yet payable
Long-term incentive programs
In order to stimulate long-term involvement, during 2019 senior manag-
ers were offered a long-term incentive programme (LTI 2019) following
the adoption of a resolution by the Annual General Meeting on 8 May
2019. The programme is for a term of three years and is, essentially,
structured as follows: An amount corresponding to the outcome of STI
2019 for each participant is reserved in a separate, so-called, LTI bank.
Provided that employment with the Gränges Group has not terminated,
the amount is paid out at a rate of one-third per year during 2021, 2022,
and 2023, adjusted to take into account the total return on the Gränges
share. The total outcome of STI and paid-out LTI during a single year is
limited to 150 per cent of the fixed annual base salary, with the excep
-
tion of President Americas, whose total outcome is limited to 200 per
cent of the fixed annual base salary.
In order to also continue to stimulate long-term involvement, during
2020 senior managers were offered a long-term incentive programme
(LTI 2020) following the adoption of a resolution by the Annual General
Meeting on 25 June 2020. The programme is for a term of three years
and is, essentially, structured as follows: An amount corresponding to
the outcome of STI 2020 for each participant is reserved in a separate,
so-called, LTI bank. Provided that employment with the Gränges Group
has not terminated, the amount is paid out at a rate of one-third per year
during 2022, 2023, and 2024, adjusted to take into account the total
return on the Gränges share. The total outcome of STI and paid-out LTI
during a single year is limited to 150 per cent of the fixed annual base
salary, with the exception of President Americas, whose total outcome
is limited to 200 per cent of the fixed annual base salary.
Investment programme – IP 2020
At the Annual General Meeting on 25 June 2020 it was resolved, in
accordance with the Board of Directors’ proposal, on a long-term
investment programme (“IP 2020”).
Senior managers and other mem-
bers of the Group Management (together with other key employees)
were offered to participate in a long-term investment programme (“IP
2020”), as a supplement to the yearly incentive programmes, according
to the following:
• IP 2020 is a one-off programme.
• The participants in IP 2020 have invested an amount corresponding to
up to 50 per cent of an annual base salary before tax (the “Investment
Amount”) in shares and call options in Gränges.
• The Participant in IP 2020 have received a conditional cash contribu
-
tion which, after tax deducted and other applicable fees, amounts to
50 per cent of the investment amount (the “Net Contribution”). If the
participant terminate their employment or will be terminated within
three years from the date of payment of the Net Contribution (the
“Time of Investment”), an amount corresponding to the Net Contribu
-
tion shall be refunded to Gränges.
• Participants in IP 2020 adjusted their risk level by choosing to make
25, 50, or 75 per cent of their investment in call options and
the remaining part in shares.
• The shares that have been invested in within the context of IP 2020
have only been made in existing shares in Gränges which have been
acquired by the participant on the market. Consequently, no new
shares have been issued by Gränges for the Participants’ investment
in shares in IP 2020. The latter also applies to any shares which may
be acquired within IP 2020 through the exercise of call options which
have been issued.
• An adapted synthetic programme for foreign participants who do not
have the opportunity to invest directly in Gränges-shares has been
designed.
• The synthetic programme was effective in 2021.
Pension
Pension shall be paid in accordance with relevant national legislation,
applicable collective agreements, and suchlike and, for Swedish individ
-
uals in Group Management, is limited to the ITP plan (Industry and Trade
Supplemental Pension). Accordingly, there are both premiumbased and
benefits-based undertakings, based on individual prerequisites and
regulatory frameworks. There are two main variants of the ITP plan:
ITP 1 applies to individuals born 1 January 1979 or later and ITP 2 applies
to individuals born 31 December 1978 or earlier. In order to equalize
the differences that can arise between participants in ITP 1 and ITP 2
– in other words, between different individuals in Group Management
– certain adjustments are made in relation to the solution indicated
by ITP2 with regard to how much of the remuneration is pensionable.
The pension premiums for premium defined pension shall be not more
than 30 per cent of paid cash fixed and variable remuneration.
For the CEO, the pension premiums shall amount to 35 per cent,
calculated on fixed monthly remuneration, and are thus premium
defined. The retirement age for the CEO is 65 years of age.
For foreign individuals in Group Management, a corresponding struc
-
ture shall apply, based on the circumstances in the relevant country.
The pension terms and conditions shall be on market terms.
For other individuals in Group Management, the retirement age is
60–65 years of age, depending on the country of employment. For
employments governed by rules other than Swedish, the pension may
be duly adjusted for compliance with mandatory rules or established
local practice, taking into account, to the extent possible, the overall
purpose of these guidelines.
56 GRÄNGES ANNUAL AND SUSTAINABILITY REPORT 2021
SUSTAINABILITYABOUT GRÄNGES RISKTHE SHARE BOARD OF DIRECTORS REPORT CORPORATE GOVERNANCE REPORT FINANCIAL STATEMENTS SUSTAINABILITY NOTES