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The Board of Directors decides on the salaries and remuneration of the Management Team. The company’s HR function prepares matters related to the contractual terms and remuneration of the management.
The remuneration of the members of the Management Team consists of a fixed monthly salary, a short-term incentive plan (annual performance bonus) and a long-term share-based incentive plan. The share-based incentive plan covers all members of the Management Team.
The terms of the annual performance bonuses are decided by the company’s Board of Directors each year. In accordance with the Board’s decision, the 2023 performance criteria include the Group’s adjusted operating profit along with revenue growth and emphasize the performance metrics related to the areas of responsibility of each Management Team member.
Long-term share-based incentive plan
The share-based incentive plan established in 2017 by the Board of Directors for Kamux’s key personnel aims at aligning the targets of shareholders and key personnel in order to increase the long-term value of Kamux as well as to strengthen the commitment of key personnel to Kamux and offer them a competitive incentive plan that is based on earning and accruing shares in the company.
Share-based incentive plan for 2021–2023
The plan started at the beginning of 2021 and is divided into three one-year performance periods.
The amount of any gross reward paid pursuant to the plan for the performance period will be determined by the targets regarding the achievement of revenue on a yearly basis. The payment of a reward pursuant to the plan requires that the adjusted operating profit limit set by the company for incentives has been met. In addition, the plan includes an additional component based on the market value of the company, which gives the other Management Team members an opportunity to receive additional shares after the end of the 2023 performance period.
On March 3, 2023, Kamux announced that the company’s Board has decided to add an ESG criterion based on the company’s sustainability program as a key performance indicator for 2023. In addition, the weight of the operating profit criterion has been increased for the 2023 performance period.
The potential reward will be paid primarily in Kamux’s shares or in cash or as a combination of these two by the end of April after the end of the performance period. The potential additional shares will be paid by the end of April after the end of the 2023 performance period.
The net shares paid as remuneration will be subject to a transfer restriction during the commitment period. The commitment period begins when the reward is paid and ends on April 30, 2024. Members of the Group’s Management Team shall own at least half of the net shares received as a reward based on the plan until his/her total shareholding in the company corresponds to the value of his/her annual salary (ownership obligation). The participant must own this number of shares for as long as he/she remains a member of the Group’s Management Team.
If a person’s employment or service relationship ends before the payment of the reward, no reward will normally be paid. Definitive entitlement to remuneration requires that employment in Kamux continues until April 2024.
Remuneration of other Management Team members in 2022
The table below presents the total salaries and remuneration paid in 2022 to members of the Management Team excluding the CEO:
|Fixed salaries, EUR (1)||Bonuses paid for financial year 2021, EUR (2)||Share-based rewards paid for financial year 2021, EUR||Total, EUR|
1) Including fringe benefits and defined contribution pension costs.
2) The 2021 bonus totaled a maximum of 45 percent of the fixed salary. From the beginning of 2022, the bonus can be up to 45 percent of the fixed salary.
As a rule, if the employment or service relationship of a member of the Management Team ends before the payment of the share-based reward, the reward is not paid. In 2022, a total of 759 own shares were returned to Kamux in accordance with the terms and conditions of the company’s 2020 and 2021 share-based incentive plan due to the termination of the employment of a member of the Management Team.
Key terms of service of other Management Team members
The pension benefits of the members of the Management Team are determined by the statutory pension system. Kerim Nielsen, Country Director Sweden, is entitled to a supplementary pension plan from the beginning of 2022.
The members of the Management Team are entitled to a car and phone benefit. The Management Team were not paid other taxable benefits in 2022.
The members of the Management Team have a three- to six-month period of notice and they are entitled to salary during the period of notice.