NWG Annual Report 2019 - EN NWG Annual Report 2019 - EN | Page 42

NWG // CORPORATE GOVERNANCE
Remuneration committee
Conditions of employment for the
CEO
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. 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 paid in accor-
dance with the ITP plan. A mutual notice period of
six months applies for the CEO, without severance pay.
New Wave Group’s compensation policy for senior
executives: 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, see note 18. No further remuneration has been
paid to any Board member.
# # Remuneration to the Group CEO and other
members of Group management comprises
fixed salaries at competitive market rates
# # There shall be no special fee for Board work
in Group companies for senior executives
# # 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 remunerations 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 remuneration. Total
yearly cost for the performance based remu-
neration cannot exceed SEK 10 million
# # 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
# # Pension benefits shall be equivalent to an
ITP plan or, for senior executives outside
Sweden, pension benefits which are standard
in the relevant country
# # A mutual notice period of no more than six
months and no severance pay shall apply for
all senior executives
The Board of Directors has the opportunity to deviate
from the above proposed guidelines if there are indi-
vidual cases special reasons for this.
042 // ANNUAL REPORT
Remuneration to the Board
Group management
The Group’s Board appoints the CEO of the Parent
company, who is also the Group CEO. The CEO is
responsible for the running business 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 North America, Segment Manager
Corporate, Segment Manager Sports & Leisure and
Segment Manager Gifts & Home Furnishings.
Group management is responsible for formulating
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 management’s
assignments and holdings in New Wave Group refer
to pages 54-55.
Internal control and risk
management relating to the
financial reporting
General
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