Remuneration

Remuneration to the Board of Directors 

At the Annual General Meeting 2019, fees totalling SEK 3,256,000 were resolved and allocated as follows: SEK 856,000 to the Chairman of the Board, SEK 391,250 to each of the other elected Board members and SEK 26,250 to each of the employee representatives.
 
The fee to the chairman of the Audit Committee shall  amount to SEK 102,000 and that the fee to each of the other members shall amount to SEK 51,000.
 
The fee to the chairman of the Remuneration Committee shall  amount to SEK 61,000 and that the fee to each of the other members shall amount to SEK 31,000.
 
The total fee for the services of the Audit Committee and the Remuneration Committee shall not exceed SEK 296,000.

The Board's fees' 2018

Member
  
Board Fees
Peter Nilsson
Chairman
737,667
Per Bertland
Member
341,334
Sonat Burman-Olsson
Member
310,667
Viveka Ekberg
Member
412,000
Anette Frumerie
Member
361,334
John Hedberg
Member
361,334
Bent Johannesson
Member
310,667
Pontus Andersson 1)
Member
25,800
Anders Lundberg 1)
Member
25,800

1) Employee representatives replaced by deputies due to absence

Remuneration principles

At the 2019 Annual General Meeting, guidelines for the remuneration of senior executives were established. The objective of the guidelines is that remuneration to senior executives shall, considering the industry in which the Company operates and the area of responsibility of each executive, be competitive and enable the recruitment of new executives as well as to motivate and retain senior executives.

The remuneration shall comprise the following components, fixed salary, short and long-term cash based variable remuneration, pension and other benefits. In addition, the Board intends to propose a call option based incentive plan over three years, which shall be approved by the General Meeting 2019.
 
Fixed salary shall be determined individually based on the executive’s specific area of responsibility, experience, competence and achieved result. The fixed salary shall be evaluated at least every second year.
 
The short-term cash based variable remuneration shall be based on performance in relation to established targets. The targets shall be individual and measurable and linked to specific performance and process requirements. The short-term cash based variable remuneration to the CEO may not exceed 50 per cent of the fixed salary. For other senior executives, the short-term cash based variable remuneration may not exceed 40 per cent of the fixed salary.


Long-term cash based variable remuneration shall be linked to financial targets that reflect the value growth of the company. Long-term cash based variable remuneration to the CEO shall not exceed 70 per cent of the fixed salary. For other senior executives, the long-term cash based variable remuneration shall not exceed 40 per cent of the fixed salary. The long-term cash based variable remuneration shall generally be based on the fulfilment of performance targets during a three-year measurement period. It is expected that any outcome of long-term cash based variable remuneration be invested by the senior executive in shares or share related instruments  (e.g. warrants) in the company in order to over time increase the executive’s shareholding in the company and align shareholders’ and senior executives’ interests.


The company shall apply defined premium-based pension schemes, which means that the company pays premiums that represent a certain portion of the senior executive’s salary. Senior executives who are not covered by the ITP-plan shall receive pension premiums, which, on an annual basis, shall not amount to more than 30 per cent of the annual fixed salary.


Other benefits shall not represent a substantial part of the total remuneration.

 

The Board shall be entitled to deviate from the guidelines if, in the individual case, there are special reasons for this. In such case, the board shall account for the reasons to the deviation at the following Annual General Meeting. The Board proposes that the Annual General Meeting resolves on the following guidelines for remuneration to senior executives. 

Senior executives whose employment are terminated at the initiative of the Company have a notice period of not more than 12 months. No severance payment shall be paid. The notice period is generally six months if the employment is terminated at the initiative of the employee.
 
The Board shall be entitled to deviate from the guidelines if, in the individual case, there are special reasons for this. In such case, the Board shall account for the reasons to the deviation at the following Annual General Meeting.
 

Remuneration and other benefits for the Executive Management are shown in the table below. A further SEK 6.3 m has been recognised relating to social security contributions, including special employers’ contributions on pensions.

 

Remuneration of the CEO

The fee billed by Acting CEO, Fredrik von Oelreichs, for the period from January to June amounted to SEK 3,540,000. Ola Ringdahl’s fixed salary for 2018 from the starting date of 18
June totalled SEK 3,013,890. Ola Ringdahl is also entitled to a short- and long-term variable cash salary. In addition, Ola Ringdahl is entitled to a company car and certain other benefits.
Payments received by Ola Ringdahl in the period June to December 2018 are shown in a separate table. The notice period for Ola Ringdahl is 12 months on the part of the company
and 6 months on the part of Ola Ringdahl. Ola Ringdahl is bound by a non-competition clause for a period of two years from the termination of his employment, during which he is entitled to separate remuneration. The company is entitled to waive the non-competition clause, which will result in no remuneration being paid to Ola Ringdahl.
 

 

Remuneration to the Executive management in general

During the year, the Executive Management comprised President and CEO Ola Ringdahl, Fredrik von Oelreich, Acting President and CEO, Kristian Ackeby, CFO, Fredrik Liedholm,
General Counsel and M&A and HR Director, Bengt Andersson, Product and Market Director, and Olof Christensson, Energy and Climate Solutions Manager. The remuneration of the Executive Management follows the guidelines adopted by the Annual General Meeting. The employment contracts of the current Executive Management include notice periods of 12 months on the part of the company and 6 months on the part of the employee. During the notice period, the company may exercise the right to give the employee garden leave, whereby any salary from another employer will be deducted from the salary the employee receives from Lindab during the notice period. The Executive Management is bound by non-competition clauses effective for one year from the termination of employment, during which they are entitled to separate remuneration. The company is entitled to waive the non competition clause, which will result in no remuneration being paid to the employee.

 

Remuneration and other benefits for the Executive management 2018

SEK
Ola Ringdahl
  
Remuneration of other Executive management
Total
Fee
3,540,000
3,540,000
Fixed salary incl.
 holiday pay
3,013,890
8,956,241
11,970,131
Variable salary
1,859,708
3,403,276
5,262,984
Pension expenses
900,139
2,316,811
3,216,950
Benefits
52,001
235,408
287,409
Total
5,825,738
3,540,000
14,911,736
24,277,474

* ) The above amount does not include social security contributions or special employers’ contributions.
 

 

Incentive programme

At the Annaul General Meeting 2019, it was established to introduce a call option plan for senior executives and certain key employees in the Lindab Group (the "Call Option Plan") through a directed issue of maximum 290,000 call options under the Call Option Plan. Senior executives and certain key employees within the Lindab Group shall have the right to participate in the Call Option Plan and shall be divided into three different categories: Lindab's CEO shall have the right to acquire up to 100,000 call options. The company's CFO, General Counsel/Director HR, Director Ventilation Systems and Director Profile Systems shall have the right to acquire up to 25,000 call options each. The remaining key employees, which are the other members of Lindab's Global Management Team (approx. 6 persons), shall have the right to acquire up to 15,000 call options each. Senior executives who are not employed by the Lindab Group at the time of the Annual General Meeting but have commenced their employment within the Lindab Group no later than 31 August 2019 shall be entitled to participate in the Call Option Plan.

 

The objective of the plan, and the reason for deviating from the shareholders' preferential rights, is to strengthen the link between the work of senior executives and certain key employees and created shareholder value. By that means, it is considered that there will be an increased alignment of interests between the senior executives and the shareholders of Lindab.
 
Lindab has two outstanding warrant plans decided at the Annual General Meetings 2017 and 2018. Further information is available in the Lindab Annual Reports of 2017 and 2018 and on Lindab’s homepage www.lindabgroup.com. Long-term variable remuneration in cash in Lindab follows from the proposal regarding guidelines for remuneration to senior executives.
 
 

Remuneration to the auditors

In 2018, the auditors’ fees paid to the company’s accounting firm, Deloitte AB, amounted to SEK 0.4 m for the parent company and SEK 7.1 m for the Group. Fees paid to Deloitte for other services to the Group amounted to SEK 0.6 m.

 

 

Evaluation

The Board has monitored and evaluated the company’s programmes for variable remuneration to the Executive Management, the application of guidelines for remuneration to senior executives and applicable remuneration structures and levels of remuneration in the company. The variable remuneration to the Executive Management has been found to be appropriate and in accordance with the guidelines laid down by the Annual General Meeting. The application of guidelines for the remuneration of senior executives was also found to be correct and the Board’s assessment is that the remuneration for senior executives ensures a good balance between motivating employees and providing competitive compensation. Thus, the remuneration structures and levels within the company are well balanced and in accordance with market practice.

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