2021 ANNUAL REPORT
84
Annual Report Guidelines for remuneration
authority of the Senior Executive. The
variable remuneration shall always be
pre-limited to a maximum amount and
related to predetermined and measurable
criteria, designed to contribute to the
business strategy and long-term added
value of the company.
The annual variable remuneration is
designed to promote the company’s strat-
egy to produce and oer products that
can support in making health care more
ecient in the long-term and to provide
beer health care for the people who need
Getinge’s products. If the above-mentioned
activities are performed in an ecient
and sustainable way, one outcome is
improved financial results and increased
capital eciency, which constitutes the
foundation of the variable remuneration.
The sustainability work is integrated in the
company’s day-to-day operations. If the
company’s principles for sustainability or
ethical guidelines are not complied with,
the company has the possibility to with-
hold any variable remuneration or reclaim
already awarded remuneration.
Annual variable remuneration
For Senior Executives, the annual variable
remuneration (annual bonus) shall be
capped at 70% and, in specific cases, were
the nature of the position, the competitive
situation and the country of employment
so require, capped at 90% of the fixed
annual base salary. The variable remuner-
ation shall be based on objectives set by
the Board of Directors. These objectives
are related to (i) earnings, (ii) organic
growth, (iii) working capital and cash flow,
and (iv) sustainability. In order to promote
the interest of the shareholders’, the
company’s values and collectively strive to
achieve the business strategy, long-term
interests and sustainable development
of the company, all members of the group
management have the same targets for
annual variable remuneration.
Variable long-term cash bonus
(LTI-bonus)
In addition to base salary and annual
variable remuneration as described above,
Senior Executives can obtain a variable
long-term bonus (LTI-bonus) The target that
forms the basis for the LTI-bonus is adjusted
earnings per share for a three year period,
adjusted for the category of adjustment
items decided at implementation of the
program by the Board of Directors at the
recommendation by the Remuneration
Commiee. By connecting the performance
target to the shareholders’ objective, a
common interest to promote Getinge’s
business strategy, long-term interests and
value creation is created. Payment is subject
to continued employment at the end of the
vesting period for the LTI-bonus (with some
customary exceptions).
The vesting period for the LTI-bonus shall
be not less than three financial years. The
payment of LTI-bonus per each three-year
program shall be capped to 33% of one
year’s base salary. A new LTI-bonus program
can be set up every year with a duration
period of three years. Senior Executives of
the group management shall invest not less
than 50% of the received LTI-bonus (net,
aer taxes paid) in Getinge shares, until
the Senior Executive’s own total holdings
of shares correspond to one year’s salary
(gross). The Senior Executive shall keep
these shares for at least three years.
Limitation of total variable
remuneration for the CEO
For the CEO, the total payment of variable
remuneration (annual variable remunera-
tion and LTI-bonus), in addition to what is
previously mentioned, annually be limited
so that the total variable remuneration do
not exceed 100% of the fixed salary. This
applies to variable remuneration that is
paid 2022 or later.
1)
Determination of result for variable
remuneration, etc.
When the measuring period for achieve-
ment of the criteria for payment of the
variable remuneration has expired, the
Board of Directors shall, based on proposal
by the Remuneration Commiee, establish
to which extent the criteria are achieved.
In their assessment on whether the criteria
are achieved or not, the Board of Direc-
tors may, in accordance with proposal
by the Remuneration Commiee, allow
exception from the established targets on
the conditions set out in the below item
5. The assessment of achievement of the
financial targets shall be based on the
company’s most recent published financial
information, with any adjustments
predetermined by the Board of Directors
when implementing the program. Variable
cash payment can be awarded aer the
expiration of the measuring period (annual
variable remuneration) or be subject to
postponed payment (LTI-bonus).
Getinge is actively working to ensure
that the company is managed in the most
sustainable, responsible and ecient way
possible, and that applicable legislations
and regulations are complied with. Getinge
also apply internal rules, including a code
of conduct and dierent group-wide
steering documents (policies, instructions
and guidelines) within a range of dierent
areas. Variable remuneration shall not be
awarded, and variable remuneration can
be reclaimed, if the Senior Executive has
acted contrary to these rules, principles or
the company’s code of conduct. Variable
remuneration shall not be awarded if the
earnings before tax is negative. The Board
of Directors shall also have the possibility
to, in accordance with legislation or
agreement, in whole or partly, reclaim any
variable wrongly awarded remuneration.
Other variable remuneration
Additional variable cash remuneration can
be awarded in case of extraordinary cir-
cumstances, provided such extraordinary
arrangements are only conducted for the
purpose of recruiting or retaining execu-
tives. Such remuneration may not exceed
an amount corresponding to 100% of the
base salary and only be awarded once a
year per individual. Resolution on such
remuneration shall be made by the Board
of Directors and based on a proposal by
the Remuneration Commiee. In addition
to variable remuneration, resolutions on
share- or share price related incentive
programs, in accordance with the above,
can from time to time be made.
Pension and health insurance
(sw.
sjukförsäkring
)
The CEO has right to retire from the age of
62 and other Senior Executives has right to
retire in accordance with applicable local
regulations.
Pension contributions for the CEO shall
amount to no more than 40% of the fixed
base salary on a defined contribution
basis. Variable cash remuneration shall not
qualify for pension benefits.
Other Senior Executives shall be
covered by ITP1 or ITP2 and the pension
benefits shall be on a defined contribution
basis. Variable cash remuneration shall
not qualify for pension benefits in general,
except where mandatory by collective bar-
gaining agreement provisions applicable
for the executive. In such case, this shall be
considered when creating the total bene-
1) As the rule on limitation of maximum payment has been applied discretionary by the Board of Directors during 2021/2022 already before
the implementation of the guidelines, the part of the variable remuneration (“exceeding remuneration”) that has been earned during 2021
or earlier that is not paid during 2022 by applying this limitation, shall be payable during 2023 or later, provided that sufficient amount up to
100% of the fixed salary is available the current year, until the full exceeding remuneration has been paid.