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Remuneration of the Chief Executive Officer and other senior executives

Guidelines for salary and other remuneration of the Chief Executive Officer and other senior executives in the company are resolved by the Annual General Meeting (AGM).

Remuneration of the CEO is proposed by the Chairman of the Board and established by the Board within the framework of the prevailing guidelines. Remuneration of other senior executives is proposed by the CEO and approved by the Chairman of the Board.

Guidelines for determining salary and other remuneration of the Chief Executive Officer and other senior executives

The AGM on April 13, 2011 adopted the following guidelines.

The guidelines apply to the CEO and Group management, currently comprising 11 members (Group Management). The objective of the guidelines concerning salary and remuneration paid to Group Management is that NCC will be able to offer competitive market remuneration that enables the NCC Group to both recruit and retain people with the highest possible expertise. The remuneration payable to Group Management comprises a fixed salary, variable remuneration, pension and other benefits.

  • Fixed salary. When determining the fixed salary, the individual executive’s sphere of responsibility, experience and achieved results shall be taken into account. The fixed salary is to be revised either annually or every second year.
  • Variable remuneration. The variable remuneration must be maximized and related to the fixed salary, as well as being based on the outcome in relation to established targets, with financial targets accounting for by far the greatest proportion. The purpose of variable remuneration is to motivate and reward value-creating activities that support NCC’s long-term operational and financial objectives. For the President, variable remuneration is maximized to 50 percent of fixed salary, and for other members of Group Management to 40-50 percent of fixed salary. The variable remuneration is to be revised annually. It is estimated that the company’s undertakings in relation to the executives concerned will cost the company a maximum of SEK 23.8 M (22.5).
  • Pensions. NCC is endeavoring to move gradually towards defined-contribution solutions, which entail that NCC pays contributions that represent a specific percentage of the employee's salary. In addition to basic pension, which is normally an ITP pension, members of Group Management who are active in Sweden are entitled to a defined-contribution supplementary pension for salary increments exceeding 30 income base amounts. The income base amount for 2011 is SEK 52,100. Members of Group Management who are active in another country are covered by pension solutions in accordance with local practices. NCC is endeavoring to achieve harmonization of the retirement age of Members of Group Management at 65 years.
  • Other benefits. NCC provides other benefits to members of Group Management in accordance with local practices. The combined value of such benefits in relation to total remuneration should account for only a limited portion and correspond essentially to the costs normally arising in the market.
  • Periods of notice and severance pay. Members of Group Management who terminate their employment at NCC's initiative are normally entitled to a 12-month period of notice, plus severance pay corresponding to 12 months of fixed salary. Any severance pay will be deducted from remuneration paid by a new employer during the said 12 months. The normal period of notice when employment is terminated at the employee's own initiative is six months.

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.

More information

Johan Bergman
Investor Relations Manager
Tel:+46 8 585 523 53