The Board of Directors’ work on remuneration matters during 2010
According to the Swedish Code of Corporate Governance, the Board must establish a remuneration committee to prepare matters relating to remuneration and other terms of employment for executive management. If, as in the case at NCC, the Board considers it more appropriate, the entire Board of Directors may fulfill the duties of a remuneration committee.
The Board of Directors is eager to ensure that NCC applies remuneration principles that also benefit the interest of the company and the shareholders when considered long-term. The Board of Directors is of the opinion that variable remuneration, if designed correctly, functions as an efficient means of control for management and the Board and also provides stimulation for favorable efforts. For 2010, the Board established clear-cut financial targets linked to profitability and the debt/equity ratio in the company. As a result of the Board’s annual evaluation of the guidelines, it could be ascertained that the established targets had been achieved, following which the variable remuneration was paid (see 2010 Annual Report, Note 5, pages 65-66).
The Board has completed an evaluation in accordance with Chapter 9.1, second and third points of the Swedish Code of Corporate Governance. In this context, the Board noted that the prevailing guidelines for determining salary and other remuneration for the CEO and other senior executives had been applied. In a specially prepared statement dated March 21, 2011, the company’s auditor arrived at the same conclusion as the Board. (Read auditor's statement).
In 2010, an agreement was signed between the Company and the CEO of a foreign subsidiary concerning the date for a future departure from office, and other termination conditions. The agreement entails that the period of notice and severance pay correspond to a level that exceeds the guidelines mentioned above in this section. Accordingly, the Board of Directors has exercised its right to disapply these guidelines in individual cases. Overall, the 2010 agreement and previous agreements signed between the company and the CEO of the foreign subsidiary, including the transition from a defined-benefit pension plan to a defined-contribution pension, are expected to result in a lower commitment for the company than was previously the case. For more information, see the Annual Report 2010, Note 5, Personnel Expenses, Remuneration and other benefits in 2010.