Note 16 – Salaries and other remuneration
Accounting principles
Compensation upon termination of employment is paid when an employee’s employment is terminated by Duni prior to the normal retirement date or when an employee accepts voluntary severance in exchange for certain compensation. Duni recognizes severance compensation when the Group is demonstrably obligated either to terminate an employee pursuant to a detailed formal plan without the possibility of recall, or to provide compensation upon termination as a result of an offer made to encourage voluntary severance. Benefits payable more than 12 months after the balance sheet date are discounted to present value.
| Group | Parent Company | |||||
| SEK m | 2019 | 2018 | 2019 | 2018 | ||
| Koncernen | Moderbolaget | |||||
| MSEK | 2019 | 2018 | 2019 | 2018 | ||
| Salaries and other remuneration | Löner och andra ersättningar | 981 | 950 | 107 | 105 | |
| Social security expenses | Sociala kostnader | 204 | 200 | 34 | 31 | |
| Pension expenses – defined contribution plans | Pensionskostnader – avgiftsbestämda planer | 42 | 36 | 26 | 25 | |
| Pension expenses – defined benefit plans | Pensionskostnader – förmånsbestämda planer | 15 | 15 | – | – | |
| Total | Totalt | 1,242 | 1,201 | 168 | 161 | |
Payroll expenses, by gender:
| Payroll expenses by gender | 2019 | 2018 | ||||
| Men | Women | Men | Women | |||
| 2019 | 2018 | |||||
| Lönekostnader könsfördelat | Män | Kvinnor | Män | Kvinnor | ||
| Blue collar employees | Kollektivanställda | 63% | 37% | 61% | 39% | |
| White collar staff | Tjänstemän | 57% | 43% | 59% | 41% | |
Salaries and other remuneration for senior executives and other employees:
| 2019 | 2018 | |||||
| Salaries and other remuneration (of which bonuses) | Pension expenses | Salaries and other remuneration (of which bonuses) | Pension expenses | |||
| 2019 | 2018 | |||||
| Löner och andra ersättningar (varav tantiem) | Pensions kostnader | Löner och andra ersättningar (varav tantiem) | Pensions kostnader | |||
| Board, CEO, VPs and other senior executives | Styrelse, VD,vVD och andra ledande befattningshavare | 50 (9) | 9 | 46 (2) | 7 | |
| Other employees | Övriga anställda | 934 | 48 | 910 | 44 | |
| Group, total | Koncernen totalt | 983 | 57 | 950 | 51 | |
Board fees as well as employment and termination terms and conditions for senior executives
The Group’s Board consists of 5 (2018: 5) individuals, of whom 60% are men (2018: 60%).
Other senior executives’ comprise 10 (2018: 10) individuals, including the CEO, of whom 70% are men (2018: 70%).
Linus Lemark, former Meal Service Business Area Director, succeeded Robert Dackeskog as Table Top Business Area Director on January 1, and in March 2019 Franck Bancarel took office as Meal Service Business Area Director.
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 7, 2019, 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. In 2019, the CEO received a gross salary of SEK 4,209,000. 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 2020 AGM, are in all essential respects the same as those which applied in 2019.
In accordance with a resolution adopted by the AGM on May 7, 2019, the annual fee for the current Chairman of the Board shall be SEK 590,000 (SEK 562,000), while the fee for other directors shall be SEK 315,000 (SEK 300,000) each. In addition, fees for committee work shall be SEK 67,000 (SEK 63,000) to the Chairman of the Remuneration Committee and SEK 31,000 (SEK 29,000) each to the other members of the Remuneration Committee, as well as SEK 128,000 (SEK 121,000) to the Chairman of the Audit Committee and SEK 60,000 (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 2019 and 2018 financial years.
Remuneration and other benefits during the year:
| 2019‚ SEK k | Base pay / Board fees | Pension expenses* | Other benefits | Variable remuneration** | Total | ||
| 2019‚ TSEK | Grundlön / styrelsearvode | Pensions kostnad* | Övriga förmåner | Rörlig ersättning** | Summa | ||
| Chairman of the Board – Magnus Yngen | Styrelsens ordföranden – Magnus Yngen | 670 | – | – | – | 670 | |
| Director – Pauline Lindwall | Styrelseledamot – Pauline Lindwall | 376 | – | – | – | 376 | |
| Director – Pia Rudengren | Styrelseledamot – Pia Rudengren | 436 | – | – | – | 436 | |
| Director – Alex Myers | Styrelseledamot – Alex Myers | 369 | – | – | – | 369 | |
| Director – Johan Andersson | Styrelseledamot – Johan Andersson | 340 | – | – | – | 340 | |
| Chief Executive Officer – Johan Sundelin | Verkställande direktören – Johan Sundelin | 4,209 | 1,317 | 151 | 3,132 | 8,809 | |
| Other senior executives | Andra ledande befattningshavare | 14,167 | 4,203 | 604 | 6,663 | 25,635 | |
| Total | Totalt | 20,567 | 5,520 | 755 | 9,794 | 36,635 |
**) The variable remuneration relates to bonuses recognized as expenses for the 2019 financial year, which are paid out in 2020.
| 2018‚ SEK k | Base pay / Board fees | Pension expenses* | Other benefits | Variable remuneration** | Total | ||
| 2018‚ TSEK | Grundlön / styrelsearvode | Pensions kostnad* | Övriga förmåner | Rörlig ersättning** | Summa | ||
| Chairman of the Board – Magnus Yngen | Styrelsens ordföranden – Magnus Yngen | 648 | – | – | – | 648 | |
| Director – Pauline Lindwall | Styrelseledamot – Pauline Lindwall | 363 | – | – | – | 363 | |
| Director – Pia Rudengren | Styrelseledamot – Pia Rudengren | 421 | – | – | – | 421 | |
| Director – Alex Myers | Styrelseledamot – Alex Myers | 357 | – | – | – | 357 | |
| Director – Johan Andersson | Styrelseledamot – Johan Andersson | 329 | – | – | – | 329 | |
| Chief Executive Officer – Johan Sundelin | Verkställande direktören – Johan Sundelin | 4,067 | 1,401 | 130 | – | 5,598 | |
| Other senior executives | Andra ledande befattningshavare | 13,250 | 4,472 | 830 | 399 | 18,951 | |
| Total | Totalt | 19,435 | 5,873 | 960 | 399 | 26,667 |
**) The variable remuneration relates to bonuses recognized as expenses for the 2018 financial year, which are paid out in 2019.
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% (2018: 75%) of the base pay. For other senior executives, the variable remuneration is capped at between 75%–50% (2018: 75%–50%) of the base pay. The bonus system covers only one year each time following a decision by the Board of Directors. For the 2019 financial year, a bonus of SEK 3 m (2018: 0) was paid to the CEO. In addition, the CEO is entitled to some other employment benefits such as a company car.
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 or if his employment is terminated due to negligence on his part.
Other senior executives
The majority of the other senior executives have employment contracts which are terminable on 6 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 non-recurring renumeration was paid in 2019 and 2018.