A total sum of SEK 1,650,000 is to be paid as fees to the Board of Directors, as resolved by the Annual General Meeting 2009. Of this, the Chairman of the Board shall receive SEK 550,000 and each of the other Board members SEK 275,000. The members are appointed for the period up to the end of the 2010 Annual General Meeting and the fees refer to this period.
Remuneration and fees to the Board of Directors and senior executives in 2009
|
Basic salary/directors' fees (SEK '000) |
Variable remuneration |
Other benefits |
Pension expenses |
Share-based payment |
Other remunerations |
Total |
| Sven Rasmusson |
447 |
|
|
|
|
500 |
947 |
| Lars Olof Nilsson |
275 |
|
|
|
|
9 |
284 |
| Paul Waern |
172 |
|
|
|
|
|
172 |
| Catharina Nystedt-Ringborg |
275 |
|
|
|
|
81 |
356 |
| Hans Kristian Rød |
172 |
|
|
|
|
9 |
181 |
| Jan Kvarnström |
206 |
|
|
|
1,324 |
62 |
1,592 |
| Other senior executives |
2,417 |
794 |
59 |
439 |
|
|
3,709 |
(Total reuneration and other benefits are reported excluding statutory social security costs.)
Principles for remuneration in 2009
The guidelines cover the Group Management and, in summary, state that salaries and other remuneration shall be on market terms and tailored to the company´s costs and individually tailored and shall consist of:
- fixed salary
- variable remuneration related to clearly set target-related performance and maximised at a certain set ceiling which shall comprise a proportion of the annual salary
- payable pension
- benefits in kind such as company car, computer and mobile
- termination and severance pay not exceeding 18 monthly salaries
Complete guidelines for the renumeration of senior management
In accordance with a proposal from the Board of Directors, The Annual General Meeting in May 2010 resolved to adopt the following guidelines for determining the salary and other remuneration of senior executives at PA Resources, to apply until the end of the AGM to be held in 2011.
General
PA Resources should have the remuneration levels and employment conditions required to secure its access to management with the competence and capacity required to achieve deter-mined targets adapted to the company’s costs, while taking into account the competence of the individual executive. Consequently, the overall principle for the salary and other remu-neration of senior executives at PA Resources is that these should be in line with market con-ditions and adapted to the company’s costs..
Fixed salary
The basis for the remuneration of senior executives is that remuneration is paid in the form of a fixed market salary, which should be individually determined on the basis of the above cri-teria and the particular competence of the executive concerned..
Pension benefits
The pension conditions for senior executives should be in line with the market conditions generally applicable to equivalent executives in this market and be individually adapted to the particular competence of the executive concerned as well as adapted to the company’s costs. Pension provisions shall be on a defined contribution basis..
Non-monetary benefits
The non-monetary benefits for senior executives (such as mobile phone and PC) should facili-tate the performance of their work and be equivalent to what may be considered reasonable in relation to market practice.
Pay during notice period and severance pay
Pay during the notice period and severance pay should not in any case exceed a total of 18 monthly salaries..
Variable remuneration
In addition to the fixed salary, variable remuneration should, when applicable, be able to be offered. This remuneration should be related to clearly predetermined, measurable objective criteria promoting the company’s long-term value creation as well as based on simple and transparent structures..
Where variable remuneration of senior executives arises, this should be determined in these cases (a) on the basis of the fulfilment of predetermined Group and individual targets for management and production results, and the company’s financial performance, with the pur-pose of promoting the company’s long-term value creation as well as (b) taking into account the personal development of the executive concerned.
Variable remuneration should in total not exceed the fixed salary paid to the executive concerned, during the time period comprising the variable renumeration.
The AGM should pass a resolution on all share-based incentive programs.
Senior executives encompassed by the guidelines
These guidelines currently encompass the President and the Executive Vice President/CFO of the company, who are the senior executives belonging to Group management..
Deviation from the guidelines when there are particular grounds
The Board is entitled to deviate from these guidelines if there are particular grounds for this in an individual case..
Information about remuneration previously resolved upon and which is not yet due for payment; also, deviation from pre-determined guidelines
In the 2008 financial year, the Board of Directors of the company resolved to adopt guidelines for a new bonus programme for the PA Resources Group. According to these guidelines, "senior officers, key staff and other qualified employees" are encompassed by the bonus pro-gramme. The bonus programme consists of a 'stay-on' bonus component and a bonus compo-nent based on the share price. The bonus programme is not based on warrants, staff warrants, synthetic warrants or other securities; instead, it affords an opportunity to receive bonus re-muneration based on a) the staff member staying on for a period of three years, and b) the performance of the company's share during a qualifying period of three years.
In the 2008 financial year, the Board of PA Resources resolved to allow the company's Ex-ecutive Vice President, Bo Askvik (then the CFO), to be encompassed by the company's bo-nus programme both in terms of the stay-on component and the component related to the share price under the same terms as other 'senior officers'. In conjunction with Bo Askvik be-ing offered the post as the company's Executive Vice President in September 2009, the terms of his remuneration were revised, for example including the previous stay-on bonus compo-nent corresponding to three monthly salaries per year in accordance with the Group's bonus programme being replaced by individual performance-based bonus remuneration amounting to a maximum of two monthly salaries per year, and that the bonus related to the share price, within the framework of the Group's bonus programme, would be payable in accordance with unchanged principles, though with a new start date and end date, plus new start rate. The bo-nus related to the share price, which will accrue for just over 2 1/2 years and presupposes that Bo Askvik will remain employed (excepting a significant change of ownership), may, as be-fore, yield a maximum bonus remuneration amounting to four years' salaries to be paid in arrears.
The Board of Directors of the company, which in the 2008 financial year resolved to allow the company's Executive Vice President Bo Askvik to be encompassed by the Group's bonus pro-gramme as described above, was thereby of the view that there were particular grounds for deviating from the guidelines for remuneration to senior executives as determined at the 2008 Annual General Meeting as regards the ceiling for variable remuneration as a proportion of the relevant annual pay.
At the 2009 Annual General Meeting, largely corresponding guidelines were determined for remuneration to senior executives as at the 2008 Annual General Meeting. In conjunction with Bo Askvik's terms of remuneration having been revised as described above, for example meaning that the previous stay-on bonus component was replaced by a personal bonus of a maximum of two monthly salaries per year and the fact that a bonus related to the share price was payable as before with a new start date and end date, and a new start rate, the Board of Directors of the company viewed that, as for the previous financial year, there were particular grounds for deviating from the guidelines.