Note 13 – Salaries and other remuneration
| Group | Parent Company | |||
| SEK m | 2018 | 2017 | 2018 | 2017 |
| Salaries and other remuneration | 950 | 852 | 105 | 95 |
| Social security expenses | 200 | 190 | 31 | 36 |
| Pension expenses – defined contribution plans | 36 | 33 | 25 | 24 |
| Pension expenses – defined benefit plans | 15 | 15 | – | – |
| Total | 1 201 | 1 090 | 161 | 155 |
| 2018, Payroll expenses by gender | Men | Women | Total |
| Blue collar employees | 61% | 39% | 100% |
| White collar staff | 59% | 41% | 100% |
The table shows share of average salary for blue collar employees as well as for white collar staff based on total costs for wages, including social security contributions. All employees in the Group, including senior executives, are included and no weighting is done regarding the nature of employment and years or age etc.
Salaries and other remuneration for senior executives and other employees:
| 2018 | 2017 | |||
| 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 | 46 (2) | 7 | 32 (2) | 7 |
| Other employees | 910 | 44 | 820 | 40 |
| Group, total | 950 | 51 | 852 | 48 |
Board fees as well as employment and termination terms and conditions for senior executives:
The Group’s Board consists of 5 (2017: 5) individuals, of whom 60% are men (2017: 60%).
Other senior executives’ comprise 10 (2017: 9) individuals, including the CEO, of whom 70% are men (2017: 78%).
On September 1, 2018, a new role was added as Marielle Noble joined Duni’s management team as Customer Experience Director. Duni’s strategic focus on customer quality is crucial to the Company’s growth and this role will support Duni’s growth in the coming years. Marielle will be responsible for strategic measures aiming to improve the customer experience, brand management and the Company’s communications. On September 1, Magnus Carlsson succeeded Thomas Lööb as Corporate Development Director following Mr. Lööb’s resignation from the management team on July 1.
Principles
Fees and other remuneration for the Board of Directors, including Duni’s Board Chairman, are decided upon by the Annual General Meeting. Pursuant to guidelines for remuneration of senior executives adopted by the AGM on May 8, 2018, remuneration for the CEO and other senior executives shall be on market terms and consist of basic salary, other benefits (including car benefit), other remuneration (including bonuses 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, are members of Group Management. Pension benefits and other remuneration for the CEO and other senior executives are payable as part of the total remuneration package. The guidelines for remuneration of senior executives, which are proposed for adoption at the 2019 AGM, are in all essential respects the same as those which applied in 2018.
In accordance with a resolution adopted by the AGM on May 8, 2018, the annual fee for the current Chairman of the Board shall be SEK 562,000 (SEK 562,000), while the fee for other directors shall be SEK 300,000 (SEK 300,000) each. In addition, fees for committee work shall be SEK 63,000 (SEK 63,000) to the Chairman of the Remuneration Committee and SEK 29,000 (SEK 29,000) each to the other members of the Remuneration Committee, as well as SEK 121,000 (SEK 121,000) to the Chairman of the Audit Committee and SEK 57,000 (SEK 57,000) 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 2018 and 2017 financial years.
Remuneration and other benefits during the year
| 2018, SEK k | Base pay / Board fees | Pension expenses* | Other benefits | Variable remuneration** | Total |
| Chairman of the Board – Magnus Yngen | 648 | – | – | – | 648 |
| Director – Pauline Lindwall | 363 | – | – | – | 363 |
| Director – Pia Rudengren | 421 | – | – | – | 421 |
| Director – Alex Myers | 357 | – | – | – | 357 |
| Director – Johan Andersson | 329 | – | – | – | 329 |
| Chief Executive Officer – Johan Sundelin | 4 067 | 1 401 | 130 | – | 5 598 |
| Other senior executives | 13 250 | 4 472 | 830 | 399 | 18 951 |
| Total | 19 435 | 5 873 | 960 | 399 | 26 667 |
| * Of the Group’s pension expenses above, the entire item relates to the Parent Company. | |||||
| ** The variable remuneration relates to bonuses recognized as expenses for the 2018 financial year, which are paid out in 2019. | |||||
| 2017, SEK k | Base pay / Board fees | Pension expenses* | Other benefits | Variable remuneration** | Non-recurring renumeration*** | Total |
| Chairman of the Board – Magnus Yngen | 638 | – | – | – | – | 638 |
| Director – Pauline Lindwall | 357 | – | – | – | – | 357 |
| Director – Pia Rudengren | 414 | – | – | – | – | 414 |
| Director – Alex Myers | 351 | – | – | – | – | 351 |
| Director – Johan Andersson | 324 | – | – | – | – | 324 |
| CEO – Thomas Gustafsson | 4 021 | 1 910 | 30 | – | – | 5 961 |
| Chief Executive Officer – Johan Sundelin | 833 | 335 | 11 | – | 2 500 | 3 679 |
| Other senior executives | 12 277 | 4 560 | 620 | 677 | – | 18 134 |
| Total | 19 214 | 6 805 | 661 | 677 | 2 500 | 29 857 |
| * Of the Group’s pension expenses above, the entire item relates to the Parent Company. | ||||||
| ** The variable remuneration relates to bonuses recognized as expenses for the 2017 financial year, which are paid out in 2018. | ||||||
| *** Non-recurring remuneration refers to remuneration received on the start date. | ||||||
Bonus
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% (2017: 75%) of the base pay salary. For other senior executives, the variable remuneration is capped at between 75%–50% (2017: 75%–45%) of the base pay. The bonus system covers only one year each time following a decision by the Board of Directors. For the 2018 financial year, a bonus of SEK 0 m (2017: 0) was paid to the CEO.
Pensions
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 addition that Duni pays 35% on the pension-qualifying income in excess of 7.5 income base amounts to the alternative ITP solution. Pension-qualifying income also includes a three-year average of paid bonuses. The pension expense corresponds to the costs for defined contribution plans. 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. One has 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 including vacation 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.
Severance compensation
CEO
The CEO has a separate agreement regarding severance compensation. The severance compensation comprises payment for twelve months following a notice 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 in some cases is included in the basis for pension computation.
Non-recurring renumeration
CEO
No one-time renumeration was paid in 2018. Johan Sundelin received non-recurring remuneration of SEK 2,500 k on the start date of his employment on October 15, 2017. This amount qualified neither for bonuses nor pensions.
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.
The Remuneration Committee and its Chairman are appointed each year at the constituent Board meeting following election. The Committee comprises at least three of Duni’s directors, one of whom shall be the Chairman of the Board. Pursuant to Duni’s rules of procedure, the other members of the Remuneration Committee shall be independent in relation to the Company and company management. The CEO attends meetings of the Remuneration Committee, except when questions are addressed which relate to the CEO’s remuneration. The HR Director serves as secretary at meetings of the Remuneration Committee. The Remuneration Committee shall meet at least three times per year.
Duni’s Remuneration Committee is responsible for preparing issues concerning remuneration and other benefits for company management. Decisions are thereafter made by Duni’s Board. The Remuneration Committee also participates in the preparation of proposals regarding the adoption of any share-related incentive schemes within Duni. In 2018, the Remuneration Committee held three meetings at which minutes were taken.