Compensation, Group Management

Remuneration to Board members
The Annual General Meeting on 12 May 2016 (”the AGM”) resolved, as proposed by the Board, that the fee payable to the Board for 2016 be maximised at SEK 875,000, and distributed as follows: Chairman of the Board SEK 350,000, and other members SEK 175,000 each. Board members shall, if fiscal conditions permit, and provided it is cost-neutral for the company, be entitled to invoice the company for their Board fees (including social security and value added tax) through companies owned by them. None of the company’s Board members are entitled to any benefits once they have left the Board.

Remuneration to executive management
The Board presented to the AGM a proposal for guidelines to determine remuneration and other terms of remuneration payable to senior executives. The Board’s proposal was largely consistent with the guidelines adopted last year in respect of remuneration payable to the Group’s senior executives. The AGM resolved, as proposed by the Board, guidelines concerning remuneration payable to the Group’s senior executives as described below (Senior executives include the parent company’s CEO and other senior executives (a total of five) of the Group Management team).

Motive
Boule shall offer conditions commensurate with market conditions that enable the company to recruit and retain skilled personnel. Remuneration to Group Management shall consist of fixed salary, variable salary, pension and other customary benefits, as well as the opportunity to participate in long-term incentive programs. Remuneration is based on the individual’s commitment and performance relative to predetermined targets, both individual and joint objectives for the company. Evaluation of individual performance is continuous.

Fixed salary
The fixed salary is usually reviewed once per year and shall take into account the individual’s qualitative performance. The base salary for the CEO and other senior executives shall be competitive.

Variable remuneration
Variable remuneration shall take into account the individual’s level of responsibility and degree of influence. The size of variable remuneration is based on goals met. These goals are performance targets for the company as a whole and the operational targets for the individual employee or company unit. The CEO’s variable remuneration is capped at 50 per cent of his base salary. For other senior executives, variable remuneration is capped at between 17 per cent and 50 per cent of base salary.

Long-term incentive programme
There are two long-term incentive programs available to senior executives and key personnel in the Group. The aim of these programs is to promote Boule’s long-term interests by motivating and rewarding employees.

Pension
The CEO of the parent company and the CEO of the Swedish subsidiary are covered by defined benefit pension plans. The pension premium paid by the company for the CEO of the parent company amounts to 35 per cent of fixed monthly salary. The pension premium paid by the Company to the CEO of the Swedish subsidiary amounts to 30 per cent of fixed monthly salary. Other Swedish senior executives are covered by the ITP plan. The pension premium for employees in the US amounts to four per cent of fixed monthly salary.

Note periods and severance pay
The CEO has, in his contract with the parent company, a mutual notice period of six months. If his employment is terminated by the Company, the CEO is entitled to severance pay equal to 18 months’ salary. A deduction will be made if the CEO accepts a new job during the severance period. The CEO of the Swedish subsidiary has, in his contract with the company, a mutual notice period of 12 months. The CEO of the Swedish subsidiary is not entitled to severance pay. Other senior executives have mutual notice periods of 0 – 6 months.

The AGM authorised the Board to disregard the above guidelines if there are special reasons for doing so in a specific case.

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