New Wave Group AB Annual_report_2018_EN_HQ | Page 42
NWG // CORPORATE GOVERNANCE
Remuneration committee
There is no specially appointed remuneration
committee to deal with wages, pension benefits,
incentives and other employment related conditions
for the CEO. These issues are dealt with by the Board
as a whole. The employment conditions of other
members of Group management are determined by
the CEO and the Chairman of the Board.
New Wave Group’s compensation policy for senior
executives:
# # Remuneration to the Group CEO and other
members of Group management comprises
fixed salaries at competitive market rates.
# # Variable remunerations such as bonuses may
be paid when this is justified in order to be
able to recruit and maintain key staff so as to
stimulate improvements in sales and profits as
well as the work involved in achieving specific
key figures set by the Board. Variable remu-
nerations shall be based on predetermined,
measureable criteria such as performance of
New Wave Group or return on equity compared
to fixed targets. The variable remuneration
shall not exceed 50 % of the fixed remune-
ration. Total yearly cost for the performance
based remuneration cannot exceed SEK 10
million.
paid in accordance with the ITP plan. A mutual
notice period of six months applies for the CEO,
without severance pay.
Remuneration to the Board
The AGM decides on the fee for the Board members
who are elected by the AGM. The division of the fee
between the Chairman and other members is set out
in note 6 for the Group in the annual report. The
Group has purchased consultancy services from
related parties. No further remuneration has been
paid to any Board member.
Group management
# # There shall be no special fee for Board work in
Group companies for senior executives. The Group’s Board appoints the CEO of the Parent
company, who is also the Group CEO. The CEO is
responsible for the ongoing supervision of the Group
and other members of the Group management report
directly to him. The Group management consists
of: CEO, Deputy CEO, CFO, Chief Buying Officer,
Area Manager Asia, Area Manager North America,
Manager Corporate, Manager Sports & Leisure and
Manager Gifts & Home Furnishings.
Group management is responsible for formu-
lating the Group’s overall strategy, corporate
governance, policies, the Group’s financing, capital
structure and risk management. They also deal
with matters relating to company acquisitions and
projects involving the Group as a whole.
For a more detailed presentation of manage-
ment’s assignments and holdings in New Wave
Group refer to pages 54-55.
# # Pension benefits shall be equivalent to an ITP
plan or, for senior executives outside Sweden,
pension benefits which are standard in the
relevant country. Internal control and risk
management relating to the
financial reporting
# # A mutual notice period of no more than six
months and no severance pay shall apply for
all senior executives. General
# # The Board shall in respect of each financial
year consider whether a share or share price
related incentive program which covers the
year in question shall be proposed to the AGM
or not. The AGM makes the final decision
regarding such incentive programs.
Conditions of employment for the
CEO
Remuneration to the CEO comprises a fixed salary.
No Board member’s fee or other remuneration
(bonuses) is paid to the CEO. Pension benefits are
042 // ANNUAL REPORT
According to the Swedish Companies Act, the Board
is responsible for internal control. The aim of internal
control is to create a clear structure of responsibility
and an effective decision-making process. The Board
has defined a number of basic documents of impor-
tance for financial reporting in order to guarantee
an effective control environment. The Board’s rules
of procedure and the instructions for the CEO serve