Remuneration to the President/CEO and other senior executives

The 2020 Annual General Meeting resolved in accordance with the Board’s proposal to adopt the following guidelines for remuneration to the President/CEO and other senior executives, valid until further notice, though no longer than until the 2024 Annual General Meeting.

Successful implementation of the company’s business strategy and safeguarding the company’s long-term interest, including its sustainability, assume the ability of INVISIO to recruit and retain qualified employees.

INVISIO must therefore endeavor to offer total remuneration that enables the Group to attract and retain senior executives.

Remuneration of senior executives, both in the short and long term, must be based on the individual’s performance and responsibility, as well as the earnings of INVISIO and its subsidiaries and it must link the interests and rewards of the senior executives with those of the shareholders.

Variable cash remuneration covered by these guidelines must aim to promote the company’s business strategy and long-term interests, including its sustainability.

Remuneration of senior executives may consist of:

• fixed salary,
• short-term variable cash remuneration,
• the opportunity to participate in long-term share or share-price related incentive programs, as well as
• pension and other benefits.

The senior executives’ fixed salaries are revised annually and must be competitive and based on the individual’s skills, responsibilities and performance.

The variable cash remuneration is to be based on how well the targets set for the respective areas of responsibility and for INVISIO and its subsidiaries have been met.

The outcome is to be linked to measurable targets (qualitative, quantitative, general and individual). The target components, weighting and target levels may vary from year to year to reflect business priorities and they generally balance the Group’s financial targets and non-financial targets (for example operational, strategic, environmental, social or other sustainability-related targets).

The measurement period for variable remuneration is based as a principal rule on performance over a period of about twelve months.

The targets within the senior executives’ respective areas of responsibility aim to promote the development of INVISIO, both in the short and long term.  When the measurement period for meeting the criteria for payment of variable cash remuneration has been completed, an assessment/decision is to be made on the extent to which the criteria have been fulfilled.

The Remuneration Committee is responsible for the assessment concerning variable cash remuneration to senior executives.

The Board of Directors has the right to disregard the fulfillment of the criteria and adjust payment of variable remuneration both upwards and downwards on the basis of actual progress during the year.

Additional variable cash remuneration may be payable in extraordinary circumstances, provided that such extraordinary arrangements are made solely at individual level as remuneration for extraordinary work input in addition to the individual’s ordinary duties.

The total variable remuneration shall not exceed 60 per cent of the fixed salary and shall not be used as a basis for calculation of pension or vacation pay, to the extent permitted by applicable law.

Remuneration of the President/CEO and other senior executives is described in more detail in Notes 7 and 8, in the Administration Report and the Remuneration Report.