NWG Annual Report 2019 - EN NWG Annual Report 2019 - EN | Page 124

NWG // FINANCIAL INFORMATION
The board of directors’ proposal for guidelines
for executive remuneration
Board members, the CEO and other persons of the
executive management (jointly the “executive mana-
gement”) in New Wave Group AB (the “Company”) fall
within the provisions of these guidelines. The guidelines
are forward-looking, i.e. they are applicable to remu-
neration agreed, and amendments to remuneration
already agreed, after adoption of the guidelines by the
annual general meeting 2020. These guidelines do not
apply to any remuneration decided or approved by the
general meeting.
The guidelines’ promotion
of the Company’s business
strategy, long-term interests and
sustainability
The Company’s business strategy is to acquire and
develop brands and products in the corporate, sports
and gifts and home furnishing sectors. The company
group will achieve synergies by coordinating design,
purchasing, marketing, warehousing and distribution
of its product range. To ensure good risk diversification,
the group will market its products in the promo market
and the retail market.
For more information regarding the Company’s
business strategy, please see: www.nwg.se/en/
about-new-wave-group/.
A prerequisite for the successful implementation of
the Company’s business strategy and safeguarding of
its long-term interests, including its sustainability, is
that the Company is able to recruit and retain qualified
personnel. To this end, it is necessary that the Company
offers competitive remuneration. These guidelines
enable the Company to offer the executive management
a competitive total remuneration.
Variable cash remuneration covered by these
guidelines shall aim at promoting the Company’s
business strategy and long-term interests, including
its sustainability. This is ensured by way of linking the
financial and non-financial targets that determine
if variable cash remuneration shall be payable to the
Company’s business strategy and sustainability agenda.
The variable cash remuneration is further explained in
the section “Variable cash remuneration” below.
Types of remuneration, etc.
The remuneration shall be on market terms and may
consist of the following components: fixed cash salary,
variable cash remuneration, pension benefits and other
benefits. Additionally, the general meeting may
124 // ANNUAL REPORT
– irrespective of these guidelines – resolve on, among
other things, share-related or share price-related remu-
neration. Fixed salary and variable remuneration shall
be related to the responsibilities and authorities of the
executive.
Variable cash remuneration
The satisfaction of criteria for awarding variable cash
remuneration shall be measured over a period of one
year. The variable cash remuneration may amount to not
more than 50 percent of the total fixed cash salary of the
fixed annual cash salary.
The variable cash remuneration shall be linked to
predetermined and measurable criteria which can be
financial or non-financial. They may also be individua-
lized, quantitative or qualitative objectives. The criteria
shall be designed so as to contribute to the Company’s
business strategy and long-term interests, including its
sustainability, by for example being clearly linked to the
business strategy or promote the executive’s long-term
development.
To which extent the criteria for awarding variable
cash remuneration has been satisfied shall be evaluated/
determined when the measurement period has ended.
The board of directors is responsible for the evaluation
so far as it concerns variable remuneration to the CEO.
For variable cash remuneration to other executives,
the CEO is responsible for the evaluation. For financial
objectives, the evaluation shall be based on the latest
financial information made public by the Company.
The criteria for variable cash remuneration shall be
designed in a manner to allow the board of directors,
in cases of exceptional financial circumstances, to limit
or stop payment of variable cash remuneration where
such remuneration would be considered unreasonable
and incompatible with the Company’s responsibilities
towards its shareholders, employees and other stake-
holders. Further, it shall be possible to limit or stop
payment of variable cash remuneration if the board of
directors would resolve that it is reasonable for other
reasons. The board of directors shall also be entitled to
reclaim already paid variable cash remuneration when
in cases where it is later discovered that the executive
has violated the Company’s values, policies, standards
or instructions.
Pension and insurance
For the CEO as well as the remaining executive mana-
gement, pension benefits, including health insurance
(Sw: sjukförsäkring), shall correspond to the ITP occu-
pational pension plan. Pension benefits, including