Note 13 – Salaries and other remuneration
|Group||Parent Company |
|Salaries and other remuneration||784||746||89||84|
|Social security expenses||167||169||34||30|
|Pension expenses – contribution-based plans||39||31||19||23|
|Pension expenses – defined benefit plans||12||12||–||–|
Salaries and other remuneration to senior executives and other employees:
|SEK m||Salaries and other remuneration (of which bonuses)||Pension expenses||Salaries and other remuneration (of which bonuses)||Pension expenses|
|Board, CEO, VPs and other senior executives||29 (2)||6||29 (9)||6|
Board fees as well as employment and termination terms and conditions for senior executives:
The Group’s Board comprises 5 (2015: 5) persons, of whom 60% are men (2015: 60%).
Other senior executives’ comprise 9 (2015: 9) individuals, including the CEO, of whom 78% are men (2015: 89%).
At the end of May, Kettil Wedin vacated the position as HR Director and was replaced by Sofie Lindström. In June, Tina Andersson left the position as Director of Business Area Consumer och Corporate Marketing and, in August, was replaced by Anna Lundqvist, who until then had served as temporary Director of Business Area Consumer.
Fees and other remuneration to the Board of Directors, including Duni’s Board Chairman, are decided upon by the Annual General Meeting (AGM). Pursuant to guidelines adopted by the AGM on May 6, 2015, remuneration to the CEO and other senior executives shall be on market terms and consist of basic salary, other benefits (including car benefit), other remuneration (including bonus, mileage compensation and vacation pay) and pension. At present, there are no long-term share-related incentive schemes. “Other senior executives” are those persons who, together with the CEO, constitute group management. Pension benefits and other remuneration to the CEO and other senior executives are payable as part of the total remuneration package. Guidelines for remuneration to senior executives, which are proposed for adoption at the 2017 AGM, are in all essential respects the same as those which applied in 2016.
In accordance with a resolution adopted by the AGM on May 3, 2016, the annual fee for the current Chairman of the Board shall remain unchanged at SEK 535,000, while the fee for other directors shall remain unchanged at SEK 285,000 each. In addition, fees for committee work remain unchanged at SEK 60,000 to the Chairman of the Remuneration Committee and SEK 27,500 each to the other members of the Remuneration Committee, as well as SEK 115,000 to the Chairman of the Audit Committee and SEK 54,000 each to other members of the Audit Committee.
The Chairman of the Board received no remuneration other than fees for board work and committee work.
The tables below specify the amount by which the decided fees stated above were incurred in the 2016 and 2015 financial years.
Remuneration and other benefits during the year
|2016, SEK ‘000||Basic salary/Board fee||Pension expense*||Other benefits||Variable remuneration**||Severance compensation||Total|
|Chairman of the Board – Anders Bülow until May 3, 2016||206||–||–||–||–||206|
|Chairman of the Board – Magnus Yngen as from May 3, 2016||411||–||–||–||–||411|
|Director – Pauline Lindwall||334||–||–||–||–||334|
|Director – Pia Rudengren||400||–||–||–||–||400|
|Director – Alex Myers||339||–||–||–||–||339|
|Director – Magnus Yngen until May 3, 2016||115||–||–||–||–||115|
|Director – Johan Andersson as from May 3, 2016||208||–||–||–||–||208|
|CEO – Thomas Gustafsson||3 904||1 904||81||–||–||5 889|
|Other senior executives||11 826||3 842||531||783||–||16 982|
|Total||17 742||5 746||612||783||0||24 884|
|* Of the Group’s pension expenses above, the entire item relates to the Parent Company.|
|** The variable remuneration relates to bonuses booked as expenses for the 2016 financial year, which are paid out in 2017.|
|2015, SEK ‘000||Basic salary/Board fee||Pension expense*||Other benefits||Variable remuneration**||Severance compensation||Total|
|Chairman of the Board – Anders Bülow||603||–||–||–||603|
|Director – Pauline Lindwall||305||–||–||–||305|
|Director – Pia Rudengren||391||–||–||–||391|
|Director – Alex Myers||331||–||–||–||331|
|Director – Magnus Yngen||331||–||–||–||331|
|CEO – Thomas Gustafsson||3 782||1 878||66||1 483||7 209|
|Other senior executives||13 784||3 972||569||4 595||2 667||25 587|
|Total||19 532||5 850||635||6 078||2 667||34 763|
|* Of the Group’s pension expenses above, SEK 5 m relate to the Parent Company.|
|** The variable remuneration relates to bonuses booked as expenses for the 2015 financial year, which were paid out in 2016.|
The CEO and all senior executives are included in a bonus system based on profitability and capital tie-up targets, primarily with respect to their individual operational area, but also Group targets. For the CEO , the variable remuneration is capped at 75% (2015: 55%) of basic salary. For other senior executives, the variable remuneration is capped at between 75% – 45% (2015: 55% – 45%) of basic salary. The bonus system covers only one year each time following a decision by the Board of Directors. For the 2016 financial year, a bonus of SEK 0 m (2015: SEK 1.5 m) was paid to the CEO.
The CEO has an agreed retirement age of 65 and is covered by Duni’s pension policy for salaried employees with a position within group management, with the supplement that Duni also pays to the alternative ITP solution an amount corresponding to 35% of pension-base income in excess of 7.5 income base amounts. The pension-qualifying amount also includes the three-year average of paid bonuses. The pension expense corresponds to the costs for a defined contribution plan. The occupational pension provision is fully tax-deductible for Duni. There are no other outstanding pension obligations to the CEO.
Other senior executives
The other senior executives have defined contribution plans. Two of them have a share in a pension plan which was closed some time ago and in which no new vesting takes place. “Pension entitlement salary” means fixed annual salary plus holiday pay, as well as an average of bonus payments received for the past three years. In addition, there are commitments regarding sickness pension and survivor’s pension. Each month, Duni pays a cash pension contribution in accordance with each senior executive’s individual pension plan. Pension is earned on a straight-line basis during the employment period, i.e. from the date of employment until retirement age. There are no outstanding pension obligations to other senior executives.
The CEO has a separate agreement regarding severance compensation. The severance compensation comprises payment for twelve months following a termination period of six months. Only the Company is entitled to trigger the agreement.
The CEO is entitled to terminate his employment on six months’ notice. There is no entitlement to severance compensation in the event of termination by the CEO.
Other senior executives
The majority of the other senior executives have employment contracts which are terminable on six months’ notice, by either the Company or the executive. In the case of termination by the Company, the executive is entitled to severance compensation equal to six monthly salaries, which is included in the basis for pension computation. In the case of one executive, the employment is terminable by the executive on six months’ notice and by the Company on twelve months’ notice, without severance compensation.
Preparation and decision-making process
The Remuneration Committee prepares issues relating to remuneration for Duni’s senior executives based on the guidelines adopted by the AGM regarding remuneration for senior executives, and negotiates with the CEO regarding the latter’s salary.