The AGM decided on April 27, 2016 to adopt the following principles for remuneration of senior executives:
Senior executives refers to CEO, the CFO and the COO. The remuneration principles also apply to Board members to the extent that they receive remuneration outside the scope of their Board assignment.
IAR Systems strives for a remuneration system for the CEO, senior executives and other employees that is market-based and competitive. Remuneration of senior executives shall consist of fixed salary, variable salary, pension and other customary benefits.
Fixed salary shall be market-based and individually differentiated on the basis of the individual’s role, performance, results and responsibilities. As a rule, fixed salary is adjusted once a year.
Variable salary shall be proportionate to the responsibilities and powers of the individual in question. Variable salary is based on the attainment of predetermined performance targets in the areas of profit, sales and “soft” individual goals. The amount of variable salary is based on the employees’ fulfillment of these goals. The variable salary may not exceed 50 percent of the fixed salary.
The Board of Directors is tasked with evaluating on an annual basis whether additional share-based or share-price-based incentive schemes should be proposed to the AGM.
The CEO is covered by a pension plan corresponding to the cost of the ITP plan, but with a retirement age of 60, which raises the premium compared with a retirement age of 65. Other employees are covered by a pension plan corresponding to the cost of the ITP plan.
Other terms of employment
If employment is terminated by the company, senior executives are entitled to termination benefits at unchanged terms and conditions over a period of 12 months in addition to non-pensionable severance pay of six monthly salaries. For senior executives, the notice period is six months.
Consulting fees to Board members
In the event that Board members perform work over and above their customary Board assignment, the Board shall, in specific cases, be able to decide on additional remuneration in the form of consulting fees.
The Board’s remuneration committee, consisting of four Board members including the Chairman of the Board, who also serves as the Chairman of the remuneration committee, addresses and prepares remuneration issues relating to senior executives.
The remuneration committee prepares and drafts proposed resolutions relating to remuneration and terms and conditions of employment for the CEO, which are presented to the Board for approval. The Board evaluates the CEO’s work on an annual basis.
The CEO approves the remuneration and terms and conditions of employment of other senior executives on the basis of the principles for remuneration of senior executives adopted at the AGM.
Deviation from the guidelines
The Board of Directors has the right to deviate from these guidelines where there is special reason to do so, for example, in connection with additional variable remuneration connected to specific achievements. In the event of such deviations, the Board is to present the reasoning behind the deviation at the next AGM.