The duties of the Compensation Committee
At Ratos, structured work with remuneration principles has been ongoing for many years. The Compensation Committee has both an advisory function (follow-up and evaluation) and a preparatory function for decision matters prior to their examination and decision by the Ratos Board.
The following matters are handled by, among others, the Compensation Committee:
- the CEO’s terms of employment, and terms for management and employees directly subordinate to the CEO
- follow and evaluate variable remuneration programmes for company management
- matters of principle concerning pension agreements, severance pay, notice periods, bonus/earnings-related remuneration, fees, benefits, etc.
- prepare matters relating to the incentive systems for Ratos and the companies for decision by the Board and/or the general meeting
- the Board’s proposal to the Annual General Meeting on guidelines for remuneration to senior executives
The work of the Compensation Committee in 2017
The Compensation Committee works in accordance with an adopted formal work plan. Normally, early in the autumn, an examination is carried out to see whether there are any major remuneration-related issues of principle to prepare. If such issues exist, they are processed ahead of a final proposal at the ordinary meeting in January. In 2017, the Compensation Committee made a thorough evaluation of Ratos’s remuneration structures and incentive programme, which resulted in proposals from the committee to modify calculations and criteria for variable cash salary for 2017, and to propose to the Annual General Meeting a new longterm incentive programme in the form of a warrants and convertible debenture programme instead of the synthetic options and call options programme formerly proposed. Certain modifications in the remuneration guidelines are proposed ahead of the 2018 Annual General Meeting. The Compensation Committee also prepares and processes guidelines for the structure of general salary development for the years ahead and conducts an annual review of Ratos’s long-term incentive systems, of which Ratos’s Board of Directors then submit an account of no later than three weeks before the Annual General Meeting on the company’s website (www.ratos.se).
During 2017, Jonas Wiström (Chairman of the Board and of the Compensation Committee), Jan Söderberg and Per-Olof Söderberg were members of the Compensation Committee. After Jonas Wiström assumed the role of CEO on 13 December 2017 and Per-Olof Söderberg the role of Chairman of the Board, Per-Olof Söderberg took over as Chairman of the Committee. As of 13 December 2017, the Compensation Committee is made up of Per-Olof Söderberg (Chairman) and Jan Söderberg.
The Compensation Committee held 13 minuted meetings in 2017 and in between has been in regular contact. The Committee’s minutes were kept by the Board’s former secretary, attorney Ingrid Westin Wallinder, up to and including the meeting on 5 September 2017, after which Ratos’s general counsel took over the role of secretary. The Compensation Committee provides continuous oral reports to the Board and submits proposals on issues that require a Board decision. Minutes are made available to all members of the Board. The CEO and senior executives normally participate in the meetings of the committee as rapporteur concerning certain issues.
The Compensation Committee also prepares and processes guidelines for the structure of general salary development for the years ahead and conducts an annual review of Ratos's long-term incentive systems, of which Ratos’s Board of Directors then submit an account of no later than three weeks before the Annual General Meeting on the company’s website. Read more here.