Compensation committee
The Compensation Committee is appointed annually by the Board of Directors.
Members are Conny Karlsson (Chairman), Charles A. Blixt and Arne Jurbrant.
The Company’s President presents reports on certain issues, but is not a member of the Committee and is not present when the Committee prepares decisions regarding compensation to the President.
The Committee’s duties are to prepare and submit to the Board proposals for decisions on the following issues:
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guidelines to be proposed to the Annual General Meeting, for the determination of salaries and other compensation, as well as other terms of employment for the Company’s President and other members of Group Management Team;
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any share-related incentive programs;
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salary and other compensation as well as other terms of employment for the Company’s President, including annual salary review;
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other compensation and employment term matters which, by law or other regulations, the Swedish Code of Corporate Governance or established practice shall be resolved by the General Meeting or the Board of Directors; and
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approval of significant engagements outside the Company with respect to the President.
The Board of Directors has delegated decision-making authority to the Committee for the following issues:
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calculation and payment of variable salary to the Company’s President and other members of the Group Management Team;
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the allotment of options, within the framework for the call option program, as resolved by the Annual General Meeting;
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payment of funds to the Company’s profit-sharing system in Sweden, pursuant to the rules stipulated by the Board for the Swedish profit-sharing system;
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salary and other compensation which, within the framework of the guidelines resolved by the Annual General Meeting, shall be paid to, and other terms of employment that shall apply for, members of Group Management Team other than the President;
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approval of significant engagements outside the Company with respect to other members of the Group Management Team than the President; and
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study fees paid to the employee representatives on the Board.
The Committee’s Chairman kept the Board of Directors informed on an ongoing basis about the Committee’s work and decisions during the year.
The Committee shall meet as often as necessary but at least twice annually. The number of meetings held during 2009 was seven including two by means of correspondence.
During 2009, the Committee devoted special attention to determination of variable compensation for 2008 to be paid in 2009, proposals to the Board concerning adjustments to the President’s salary and variable compensation for 2010, determination of salaries and variable compensation for other members of the Group Management Team for 2010 and proposals for long term incentive programs. In addition, the Committee submitted a proposal to the Board, prior to the 2009 Annual General Meeting, to have the Company issue call options in respect of the 2008 options program and a proposal for guidelines for the determination of salary and other remuneration paid to the President and other members of the Group Management Team.