Principles of Remuneration
Principles of remuneration to Directors, the CEO and other senior executives Remuneration of Directors, the CEO and other senior executives and auditors is described in notes 2 and 3 in the Annual Report.
The 2011 Annual General Meeting adopted principles of
remuneration to the CEO and benefits for other senior executives.
These guidelines will apply to those persons who during the period
that the guidelines are in effect, belong to executive management
and to other department heads who are directly subordinate to the
CEO, referred to below as "senior executives".
BioInvent will offer compensation and terms of employment deemed
necessary to recruit and retain qualified executives who are
capable of achieving established goals. The overarching principle
is to offer market-based salaries and other remuneration to senior
executives at BioInvent. Senior executives will receive a fixed
salary. In addition, variable compensation may also be paid to
reward clearly target-related accomplishments in a simple and
transparent way. Senior management's variable compensation will
depend on the extent to which previously established targets are
met within the frame of the Company's operation, mainly technical
and commercial milestones within proprietary drug projects. Such
targets will not be related to developments of the Company's share.
Senior management's variable compensation will not exceed 30
percent of the fixed salary. Such remuneration can be
pensionable.
The maximum result of variable compensation shall not entail costs
for the Company in excess of a total of SEK 2.5 million (excluding
social security costs), calculated based on the number of persons
currently included in executive management (such costs may change
proportionately if the number of persons in management should
change).
Each year the Board of Directors will consider whether or not to
propose a share-based incentive scheme to the Annual General
Meeting. Issuance and transfer of ownership of securities resolved
by the Annual General Meeting in accordance with the rules of
chapter 16 of the Swedish Companies Act or the old "Leo" Act, are
not covered by these guidelines to the extent that the Annual
General Meeting has taken or will take such decisions.
Executive management's non-monetary benefits, such as company cars,
computers, mobile phones, extra health insurance, or occupational
health care, may be provided to the extent that such benefits are
deemed market-based for senior executives in equivalent positions
in the market where the Company is active. The collective value of
these benefits must comprise a smaller portion of total
compensation. Senior executives have the right to retire with
pension at the earliest from the date the individual reaches the
age of 65. Senior executives will be covered by the prevailing ITP
plan or a defined contribution occupational pension that does not
exceed 35% of pensionable salary.
Senior executives who reside outside Sweden or are foreign
nationals and have their main pension in a country other than
Sweden, may be offered other pension solutions that are reasonable
in the relevant country. Such solutions must be defined
contribution plans.
The total of dismissal and severance pay for members of senior
management will not exceed 24 monthly salaries for the CEO and 12
monthly salaries for others senior executives.
According to Swedish law, the Annual General Meeting resolves on
remuneration to board members and deputy board members to the
extent such remuneration is for board-related duties. If a board
member is employed by the Company, remuneration is paid to such
board members in accordance with these guidelines. Board members
who are employed by the Company will not receive separate
compensation for board duties in the Company or Group companies. If
a board member carries out duties for the Company that are not
board duties, compensation will be paid that is market-based and
with consideration taken to the nature and performance of the
assignment. The Board's Remuneration Committee prepares and
formulates proposals for the Board to resolve with respect to
remuneration for the CEO.
The Board of Directors Remuneration Committee prepares, in
consultation with the CEO, and decides on questions involving
remuneration to other senior executives. The Board decides on
issues relating to remuneration for board members for duties not
included in the duties of the board, provided that this can be
accomplished with the necessary majority, otherwise the Annual
General Meeting decides on such matters.
The Board of Directors will have the right to depart from these
guidelines if justified by particular circumstances in individual
cases, provided that this is subsequently reported and
explained.
At the time of the 2011 Annual General Meeting BioInvent did not
have any remuneration undertakings due for payment.