Page 67 - Loomis Annual Report 2017

Loomis Annual Report 2017
Administration Report 63
operations and that the Company is expected to ful ll its obliga- tions in a short as well as a long-term perspective. In addition to the assessment of the Company’s and the Group’s consolidation requirements and liquidity, the Board has taken into consideration all other known circumstances that may have an impact on the Company’s and the Group’s nancial position.
With reference to the above, the Board has made the assessment that the dividend is justi able, considering the requirements that the nature, scope and risks of the operations pose on the size of the Company’s and the Group’s equity and equity/assets ratio as well as the Company’s and the Group’s consolidation requirements, liquid- ity and position in general.
As regards the Company’s and the Group’s results and position in general, please refer to the statement of income, balance sheets and statements of cash ow as well as notes.
The Board’s proposed guidelines for remuneration for Group Management
The Board of Directors of Loomis AB (publ) proposes that the AGM 2018 resolves on guidelines for remuneration for Group Manage- ment in accordance with the following.
Scope of the guidelines
These guidelines concern remuneration and other employment bene ts for individuals who are part of the Loomis Group Manage- ment, referred to below as the “Group Management”, as long as the guidelines are in force. The present members of the Group Manage- ment are Patrik Andersson, Lars Blecko, Johannes Bäckman, Anders Haker, Kenneth Högman, Georges López Periago, Mårten Lundberg, Martti Ojanen and Urs Röösli.
The guidelines applies to all agreements entered into after the adoption by the AGM and to any changes in existing agreements after this date. The Board has the right to deviate from the guide- lines if there are particular grounds for such deviation in the indi- vidual case. The guidelines are subject to a yearly review.
Basic principles and forms of remuneration
The fundamental principle is that remuneration and other terms of employment for the Group Management are to be competitive and in accordance with market conditions in order to ensure that the Loomis Group is able to attract and keep competent management employees. The total remuneration to Group Management is to consist of a xed salary, variable remuneration, pensions and other bene ts.
Every year the Board considers whether to propose a share or share price-based incentive scheme for adaption by the AGM. The AGM 2017, adopted a resolution on an incentive scheme.
Principles of different types of remuneration
Fixed salary
The xed salary for the Group Management within the Loomis Group is to be competitive and in accordance with market condi- tions and based on the individual executive’s area of responsibility, powers, competence and experience.
Variable remuneration
In addition to a xed salary, the Group Management may also receive variable remuneration, which is to be based on the outcome in relation to nancial goals and growth targets within the individ- ual area of responsibility (Group, region or subsidiary) and in line with the interests of the shareholders. The variable remuneration within the scope of the Company’s AIP (Annual Incentive Plan) is to amount to a maximum of 60 percent of the xed annual salary for the President and CEO and a maximum of 80 percent of the xed annual salary for other individuals of the Group Management. The variable remuneration within the scope of the company’s LTIP (Long-Term Incentive Plan) is to amount to a maximum of 40 per- cent of the xed salary for the President and CEO and a maximum
of 50 percent of the xed salary of other individuals of the Group Management.
In addition to the variable remuneration above, decisions may be from time to time on long-term Incentive schemes in accordance with the basic principles and the forms of remuneration mentioned above.
Pensions
The pension rights for the Group Management shall be applicable as from the age of 65, at the earliest, and shall, to the extent the Group Management is not subject to pension bene ts pursuant to collective agreement (ITP-plan), be provided pursuant to a de ned contribution pension plan equivalent to maximum 30 percent of the xed annual salary. For members of Group Management who are not subject to collective agreement (ITP-plan), variable remu- neration shall not be pension qualifying. Management employees resident outside Sweden may be o ered pension programs which are competitive in the country where the employees are resident.
Terms at dismissal/resignation
At dismissal, the notice period for the members of Group Manage- ment shall amount to a maximum of 12 months with a right to redundancy payment after the end of the notice period, equivalent to a maximum of 100 percent of the xed salary for a period not exceeding 12 months. At resignation, the notice period shall amount to a maximum of 6 months.
Other bene ts
Other bene ts, such as company car, supplementary health insur- ance or occupational health service are to be provided to the extent this is considered customary for management employees holding equivalent positions on the employment market where the manage- ment employee is active. The total value of such other bene ts are, however, constitute a minor part of the total remuneration received.
Preparation by the Board and decision-making in connection with matters regarding salaries and other bene ts for the Group Management
The Remuneration Committee appointed among the members of the Board prepares matters regarding salaries and other terms of employment for the Group Management. The Committee has no authority to decide but merely presents its proposal to the Board for adoption. Resolution on remuneration to the President and CEO is made by the entire Board. For other members of the Group Management, the decision is made by the President and CEO after consultation with the Remuneration Committee.
Estimated variable remuneration
The cost of variable remuneration for the Group Management according to the Board’s proposal is based on the present remuner- ation rates and may, at a maximum outcome, which presupposes that all targets which the variable remuneration is based on are met, amount to SEK 37 million. This estimate is based on individu- als who are currently members of the Group Management. The costs may change in case additional individuals will become mem- bers of the Group Management.
Remuneration resolved upon that is not due for payment
Note 11, Personnel, contains details of the total remuneration for Group Management in 2017, including previous commitments not yet due for payment.