
Long-term incentive program 2021
The 2021 AGM resolved to offer a long-term incentive program to a
maximum of 20 employees in the Industrivärden Group. During 2021,
10,179 shares were bought within the program, which can qualify for
a maximum grant of 31,125 performance shares.
Long-term incentive programs 2019 and 2020
The 2019 and 2020 incentive programs include a total of 24,365 purchased
shares, which can qualify for grants of a maximum of 6,091 matching
shares and 60,156 performance shares.
Long-term incentive program 2018
The 2018 incentive program expired in October 2021. In connection
with this, a total of 5,664 Industrivärden Class C shares were granted
for a value of SEK 1.5 M. The value was calculated based on the price of
Industrivärden Class C shares on the grant date.
Guidelines for compensation of senior executives
The 2020 AGM adopted updated guidelines for compensation of senior
executives to meet the requirements stipulated by the EU Shareholder
Rights Directive. The guidelines for compensation of senior executives
are to be adopted at least every four years.
Guidelines for compensation of senior executives decided by the 2020 AGM
The guidelines pertain to Industrivärden’s Chief Executive Officer (CEO)
and other members of the Executive Management. The guidelines are to
be applied for compensation that is agreed upon and changes made to
already agreed-upon compensation after the guidelines were adopted by
the 2020 AGM. Compensation decided by the AGM is not covered by the
guidelines.
Compared with the guidelines decided by the 2019 AGM, the guide
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lines below have been updated to meet the requirements stipulated by
the EU Shareholder Rights Directive.
The guidelines’ promotion of the Company’s mission, long-term interests
and sustainability
The Company’s mission is to be a long-term asset manager and active owner
of listed Nordic companies. The mission, objective and strategy are pre
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sented in more detail on Industrivärden’s website: www.industrivarden.net.
Successful and sustainable execution of the Company’s mission, objec
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tive and strategy for capitalizing on the Company’s long-term interests
requires that the Company can recruit and retain qualified employees.
The guidelines contribute to this by ensuring that senior executives can
be offered a going-rate, competitive total compensation package that is
commensurate with their responsibilities and authority.
Types of compensation, etc.
Compensation shall be in line with the going rate in the market and com
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petitive, and be related to individual performance as well as the Company’s
development. Compensation may consist of the following components:
fixed cash salary, short-term variable cash compensation, pension benefits
and other benefits.
Short-term variable cash compensation may amount to a maximum of
50% of the executive’s fixed annual cash salary. The compensation shall
be coupled to fulfillment of individual criteria that are set yearly and that
are evaluated according to the executive’s work contribution and perfor
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mance. The criteria may be financial or nonfinancial, or they may consist
of individually adapted quantitative or qualitative goals. The criteria shall
be formulated so that they have a clear coupling to value creation for the
Company and promote the Company’s mission and sustainable execution
of the Company’s long-term interests.
Fulfillment of criteria for payment of short-term variable cash com
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pensation shall be measured over a period of one year. The Compensation
Committee is responsible for assessing the extent to which the criteria
for payment of short-term variable cash compensation to the CEO is
fulfilled. The Board thereafter sets the CEO’s compensation. The CEO is
responsible for assessing the fulfillment of criteria for payment of short-
term variable cash compensation for other senior executives. Short-term
variable cash compensation shall not be pensionable.
The Board shall have the opportunity pursuant to law or agreement,
with the restrictions that may arise out of such, to fully or partly rescind
variable cash compensation paid out on incorrect grounds.
Pension benefits, including disability insurance, (Sw. sjukförsäkring)
shall be defined contribution solutions to the extent that the executive is
not covered by a defined benefit pension under stipulations of a compul
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sory collective bargaining agreement, and shall entitle the executive to
receive a pension from 60 or 65 years of age, depending on the position.
For the CEO and other senior executives, premiums and other costs re
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lated to defined contribution pensions may amount to a combined maxi-
mum of 40% of the fixed annual cash salary, depending on the position.
Other benefits may include, among other things, life insurance, health
insurance (Sw. sjukvårdsförsäkring), a car benefit and a wellness benefit.
For the CEO, such benefits may amount to a maximum of one percent
(1%) of fixed annual cash salary, and for other senior executives they may
amount to four percent (4%) of fixed annual cash salary, depending on
the position.
In addition to the above, a general meeting of shareholders may –
independently from these guidelines – decide on e.g., share-based and
share price–related compensation. Since 2012 the Company has estab
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lished share-based incentive programs approved by general meetings,
of which the 2017–2019 programs are currently in effect. The programs
cover all employees and require a personal shareholding and holding
period of three (3) years. The outcome is based on performance targets
that are related to the long-term growth of Industrivärden’s share price.
Approved share-based incentive programs are presented in more detail
on Industrivärden’s website www.industrivarden.net.
For notice of termination served by the Company, the notice period
may be a maximum of two (2) years. Fixed cash salary paid during the
notice period and severance pay may together not exceed an amount
corresponding to two (2) years’ fixed cash salary. For notice given by the
executive, the notice period may be a maximum of six (6) months, with
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out any right to severance pay.
Additionally, compensation may be payable for any noncompete ob
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ligation. Such payment shall compensate for possible loss of income and
shall only be paid to the extent the former executive lacks entitlement to
severance pay. Compensation shall amount to a maximum of 60% of fixed
cash salary at the time notice was served, unless other terms apply under
stipulations of a compulsory collective bargaining agreement. It shall be
paid during the time the noncompete obligation applies, which shall be a
maximum of 12 months after the end of employment.
Decision-making process for setting, revising and implementing
the guidelines
The Compensation Committee’s duties include conducting preparatory
work for board decisions on proposed guidelines for compensation of
senior executives. The Board shall draw up a recommendation for new
guidelines at least every fourth year and present the recommendation for
decision by the Annual General Meeting. The guidelines apply until new
guidelines have been adopted by a general meeting. The Compensation
Committee shall also monitor and evaluate variable compensation pro
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grams for members of the Executive Management, application of guide-
lines for compensation of senior executives and applicable compensation
structures and compensation levels in the Company.
In the preparatory work for the Board’s recommendation on these
compensation guidelines, salary and terms of employment for the
Company’s other employees have been taken into account, whereby
information on the employees’ total compensation, the components of
their compensation and the increase in their compensation and rate of
growth over time have made up part of the Compensation Committee’s
and Board’s decision-making documentation in evaluating the fairness of
the guidelines and the limitations that arise out of these.
The Compensation Committee’s members are independent in relation
to the Company and Executive Management. In the Board’s handling
of and decisions on compensation-related matters, the CEO and other
members of the Executive Management are not present to the extent
they are the subject of the matters at hand.
Departures from the guidelines
The Board may decide to temporarily depart from the guidelines entirely
or partly if in an individual case there are special reasons for doing so and
a departure is necessary for safeguarding the Company’s long-term inter
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ests or to ensure the Company’s financial soundness. The Compensation
Committee’s duties include conducting preparatory work for the Board’s
decisions on compensation matters, which includes decisions to depart
from the guidelines.
CEO’s holding of call options (related-party transaction)
In 2021 the CEO purchased 75,000 call options for the same number of
Industrivärden Class C shares from L E Lundbergföretagen at a premium
of SEK 26.70 per share. The options expire on February 18, 2026, with an
exercise price of SEK 333 per share. The transaction was carried out at
market terms based on the Black & Scholes option pricing model.
58INDUSTRIVÄRDEN 2021ANNUAL REPORT