In 2010 Swedish Match AB's Board of Directors decided about the present incentive structure for the CEO and the group management team.
The members of the GMT may be entitled to a variable salary in addition to the fixed salary. The variable salary may include both an annual short-term incentive program to be paid out in the beginning of the subsequent year depending on the outcome of the program, and a long-term incentive program with a performance period which shall not be shorter than three years.
The variable salary is capped in relation to the fixed salary and reflects the market practice in the country of residence. To promote managements’ shareholding in the company at least half of the short-term incentive shall be used to purchase and hold shares. If a group management team member doesn’t undertake to purchase shares for at least half of the received cash award net of income tax and to retain such shares for a period of not less than three years, the maximum short-term incentive is reduced by 20 percentage points.
The short-term incentive shall primarily be based on specific, clear, predetermined and measurable financial or operational criteria set by the Board of Directors in relation to the President, and by the Remuneration Committee in relation to the Group Management Team.
For 2021, the CEO and heads of corporate functions of the GMT had the same criteria, Group operating profit (weight 75 percent) and Net sales from product segments (weight 25 percent). The Division Presidents had partly the same Group criteria as the CEO and partly criteria linked to the division.
Long-term incentive plan
Under the long-term incentive program eligible executives may, after a three-year performance period, receive a cash award based on the actual performance of the Swedish Match Group under the performance period. Executives participating in the long-term incentive program are obliged to purchase shares for any cash bonus received under the program net after tax and to hold such shares for a period of two years after purchase.
The Final Award under each program will be dependent on the Actual Performance during the current three yearlong Performance Period as determined by the Remuneration Committee after the end of the Performance Period. The Performance Criteria, Performance Thresholds and Performance Targets will be determined by the Board of Directors in relation to the President and by the Remuneration Committee in relation to the group management team in the first year of the Performance Period and will be communicated to the Executives at the beginning of the Performance Period.
If an Executive’s employment is terminated by the Executive, or if the employment is terminated by the employing company other than for cause prior to the Settlement Date the Executive is entitled to a reduced Final award under the Plan. If an Executive’s employment is terminated by the Company for cause prior to the Settlement date the Executive is not entitled to any Final Award under the plan.
In the three yearlong incentive program that started in 2019 and ended in 2021, the performance criteria for the CEO and other members of Group Management was based on Group Operating profit (weight 75 percent) and Net sales from product segments (weight 25 percent). For the criterion Group Operating profit the threshold for payout and target for maximum payout were 14,520 MSEK and 16,809 MSEK respectively and for the criterion Net sales from product segments the corresponding numbers were 37,998 MSEK and 43,988 MSEK respectively. The Remuneration Committee established the total weighted performance outcome for the long-term program to 100 percent.
In the event that the pay out of an incentive is made based on performance that is proven to be manifestly misstated, the Board may decide to reclaim whole or a part of what has been paid. In its decision to reclaim any amount the Board may, in its sole discretion, reduce the amount to be reclaimed based on the executive’s lack of direct involvement in the performance and reporting of performance which has been manifestly misstated as well as any depreciation of value of shares purchased for the incentive.