These guidelines cover the Board, the CEO and other members of management of Flat Capital AB (publ) (the ”Company”). Remuneration covered by the guidelines shall include salary and other remuneration to company management and the Board. Remuneration is equated with transfer of securities and granting of rights to acquire securities from the Company in the future. The guidelines shall be applied to remuneration agreed and changes made to already agreed remuneration after the guidelines have been adopted by the Annual General Meeting. The guidelines do not cover remuneration resolved by the General Meeting. Furthermore, the guidelines do not cover the Company’s portfolio companies.
The guidelines’ promotion of the Company’s business strategy, long-term interests and sustainability
The Company is a long-term investment company that invests in prominent entrepreneurs and companies through a global network. The Company has a broad investment mandate, where each investment decision is made on the basis of an assessment of what maximizes the value for its shareholders in the long-term.
A successful implementation of the Company’s business strategy and safeguarding of the Company’s long-term interests, including its sustainability, requires that the Company has the ability to recruit and retain qualified employees. This requires that the Company can offer competitive remuneration. The purpose of these guidelines is to establish the framework for how competitive total remuneration shall be designed.
Long-term share-related incentive programs have been established in the Company. They have been resolved by the general meeting and are therefore not covered by these guidelines.
Remuneration to senior executives
Forms of remuneration etc.
The remuneration shall be market-based and may consist of the following components: fixed cash salary, pension benefits and other benefits. Variable cash remuneration shall not be paid. The general meeting may in addition – and independently of these guidelines – resolve on share and share price-related remuneration as well as other forms of remuneration without limitations.
For the CEO and other senior executives, pension benefits, including health insurance, shall be defined contribution. Pension premiums for defined contribution pension shall amount to a maximum of 30 percent of the fixed annual cash salary.
Other benefits may include, among other things, health insurance, wellness and partial compensation for loss of income in connection with parental leave. Such benefits may in aggregate amount to a maximum of 30 percent of the fixed annual cash salary.
With respect to employments that are subject to rules other than Swedish, appropriate adjustments may be made with regard to pension benefits and other benefits in order to comply with such mandatory rules or established local practice, whereby the overall purpose of these guidelines shall be met as far as possible.
Remuneration to Board members
Board members’ remuneration for work on the Company’s Board is resolved by the general meeting. Board members are only entitled to receive such fees as have been resolved by the General Meeting. Additional remuneration may, however, be paid for services that Board members provide to the Company within their respective areas of expertise outside their assignment as Board members. Such remuneration shall be market-based and regulated in a consultancy agreement approved by the Board.
Terms of employment
Salary and terms of employment for employees
In the preparation of the Board’s proposal for these remuneration guidelines, salary and terms of employment for the Company’s employees have been taken into account with factors such as employees’ total remuneration, the components of remuneration and the remuneration’s increase and rate of increase over time having formed part of the Board’s decision-making basis in the evaluation of the reasonableness of the guidelines and the limitations that follow from them.
Termination of employment
In the event of termination of employment by the employer, the notice period may be a maximum of twelve months. Fixed cash salary during the notice period and severance pay may in aggregate not exceed an amount corresponding to the fixed cash salary for twelve months for the executive. In the event of termination by the executive, the notice period may be a maximum of six months, without the right to severance pay.
Decision process, changes and deviations, etc.
Decision process for establishing, reviewing and implementing the guidelines
The Board intends to establish a remuneration committee. The committee’s tasks shall include preparing the Board’s decisions on proposals for guidelines for remuneration to senior executives. The Board shall prepare a proposal for new guidelines at least every four years and present the proposal for decision at the annual general meeting. The guidelines shall apply until new guidelines have been adopted by the general meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration for company management, the application of guidelines for remuneration to senior executives as well as current remuneration structures and remuneration levels in the Company.
The Chairman of the Board may be Chairman of the committee. Other members shall be independent in relation to the Company and company management. If the remuneration committee engages external contractors for its work, the committee shall ensure that no conflict of interest exists in relation to other assignments that such person may have for the Company, Chief Executive Officer or senior executives.
The CEO’s remuneration is prepared by the remuneration committee and determined by the Board at an ordinary board meeting. Remuneration to other senior executives is decided by the CEO within the framework of these guidelines and after consultation with the remuneration committee. In the Board’s consideration of and decisions on remuneration-related matters, the CEO or other persons in company management do not attend, to the extent they are affected by the matters.
Derogation from the guidelines
The Board may decide to temporarily derogate from the guidelines in whole or in part, if there are special reasons for this in an individual case and a deviation is necessary to serve the Company’s long-term interests, including its sustainability, or to ensure the Company’s financial viability. As stated above, it is part of the remuneration committee’s tasks to prepare the Board’s decisions on remuneration matters, which includes decisions on deviations from the guidelines.
