Board and executive remuneration is governed by the Remuneration Policy most recently adopted at the Annual General Meeting in 2021, while the Remuneration Principles adopted by the Annual General Meeting in 2019 still governs long term incentive programmes granted to executives until 2020.
Remuneration to Board members and executives is described in the Remuneration Report. The Remuneration Report is submitted to the Annual General Meeting for an advisory vote.
Each Board member receives a fixed base fee per year. Ordinary Board members receive a fixed amount (the base fee) while the Chairmanship receives a multiplier thereof. Service on Board Committees entitles members to receive a multiplier of the fixed base fee in addition to their board membership fee.
In March 2021, the Annual General Meeting approved the following remuneration level for 2021:
All Board members are paid a fixed travel allowance per Board meeting and per Board committee meeting attended in person. Consequently, no travel allowance is paid to Board members when no travel is required to attend Board meetings or Board committee meetings.
In March 2021, the Annual General Meeting approved the following travel allowance level for 2021:
For information about payments of social security taxes and travel, accommodation and education expenses, as well as fees for ad hoc tasks outside Board members’ normal duties please refer to the Remuneration Policy and Remuneration Report.
Board members are not offered stock options, warrants or participation in other incentive schemes.
The fixed base salary is intended to attract and retain executives with the professional and personal competences required to drive the company’s performance.
The Short-term Incentive Program is a 1-year cash-based incentive program. The maximum pay-out cannot exceed 12 months’ base salary for the chief executive officer and 9 months’ base salary the other executives. Corporate targets typically weigh 75% and individual targets typically weigh 25%. The corporate targets are set by the Board, while the individual targets are set by the Board in relation to the CEO and by the CEO in relation to the other executives.
The Long-Term Incentive Program is share based. It has a 3-year performance period and a 2-year holding period. The holding requirement is 50% of the vested shares. The maximum share allocation cannot exceed 26 months’ base salary for the chief executive officer and 19.5 months’ salary for the other executives. Targets set by the Board typically consist of targets within commercial execution such as sales growth and within financial outlook such as operating profit growth. In addition, measures typically consist of purpose & sustainability and innovation & therapeutic focus.
Subject to applicable law the Board may under certain circumstances decide to recover or ‘claw-back’ STI and LTI. Further, in case of exceptional circumstances, the Board may use its discretion to override the formulaic outcome under the STIP and LTIP and adjust the incentive to a reasonable level. Please refer to the Remuneration Policy for further information.
Pension is based on defined contribution pension schemes and should be aligned with those available to the employees locally.
For information on other benefits and employment terms such as non-monetary benefits, severance payments, sign-on arrangements, shareholding requirements, etc. please refer to the Remuneration Policy, Remuneration Principles and the Remuneration Report.
