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 2018
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 addressed ahead of a final proposal at the ordinary meetings in January and February. In 2018, 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 2018, and to propose to the 2018 Annual General Meeting a new long-term incentive programme in the form of a warrants and convertible debenture programme instead of the synthetic options and call options programme formerly proposed. Certain minor modifications in the remuneration guidelines are proposed ahead of the 2019 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 2018, Per-Olof Söderberg (Chairman of the Board and of the Compensation Committee), Jan Söderberg and Karsten Slotte (as of 3 May 2018) were members of the Compensation Committee.
The Compensation Committee held 11 minuted meetings in 2018 and in between has been in regular contact. Ratos’s General Counsel has taken the minutes of the Committee. 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.