Remuneration to senior officers
The Annual General Meeting approved the payment of fees to the Board of Directors and committee members. In addition, the AGM approved the payment of fees to the chairman and a member of the Audit Committee and to the chairman of the Compensation Committee. No special fee is paid to the Managing Director for his work on the Board.
The Board of Directors has appointed the Compensation Committee, which proposes compensation terms for the Managing Director and the rest of the Group Management. The committee presents its conclusions to the AGM, which makes decisions regarding the compensation principles. By “other senior officers” is meant the four persons who, together with the Managing Director, make up the Group Management.
Wages, salaries and other remuneration to senior officers, Parent Company, 2010
The Chairman of the Board has not received any other remuneration aside from his director’s fee. A fee of SEK 175,000 (175,000) was paid to each of the other Board members. Thus, fees totalling SEK 1,400,000 (1,400,000) were paid to the Board members elected by the AGM, in accordance with the decision of the 2010 AGM.
The AGM further decided that Audit Committee Chairman Heinrich Blauert should receive an extra fee of SEK 50,000 (50,000) that other members of the Audit Committee (Jack Forsgren and Jon Risfelt) should receive SEK 25,000 each, for a total of SEK 50,000 (25,000).
Audit Committee member Jack Forsgren should receive SEK 25,000 (25,000). Fees totalling SEK 110,000 (110,000) were paid to the employee representatives on the Board). Thus, the total fees paid to the Board members amounted to SEK 1,910,000 (1,885,000).
Bonus for the MD and the Group’s CFO is based on the Group’s profit. Bonus for the MD of Bilia Personbilar AB and the MD of Bilia Personbil as is based on the Group’s profit (20 per cent) and the profits of the individual subsidiaries (80 percent). The MD’s bonus for 2010 is maximised at SEK 2,000,000 (2,000,000). The bonus for the rest of the management is maximised at 35 per cent of basic salary plus an additional amount for individual goals, but maximised at 43 per cent.
“Other benefits” pertains mainly to company cars.
Defined-contribution pension
The following agreement on pension benefits is in effect for the Managing Director.
Retirement pension premium is paid in the amount of 10 base amounts per year.
Additional pension premium is paid in the amount of 30 per cent of the fixed salary less what has been paid in retirement pension premium as specified above.
Survivors’ pension is paid in an amount corresponding to the value of the insurance at the relevant final date.
The above premiums will be paid as long as Jan Pettersson is employed as Managing Director of the company.
Pension for the Group’s CFO becomes payable at the age of 60 years. The pension agreement states that his pension premium shall amount to 28 per cent of his fixed salary. By “fixed salary” is meant monthly salary multiplied by 12.2. Pension is payable in an amount corresponding to the value of the insurance at 60 years. The MD of Bilia Personbilar AB has a pension agreement with a pension premium amounting to 10 per cent of his fixed salary.
Pension premium for supplementary old-age pension (65 years) is paid for the two persons in the Group Management who are employed in Sweden in an amount corresponding to 20 per cent of their pensionable salary in excess of 30 income base amounts. Pensionable salary includes fixed salary plus an average of the past three years’ bonuses. The size of the pension is based on the pension capital at retirement.
Severance pay
The employment contracts of the MD and other members of the Group Management contain special rules governing termination by the company. Four of the senior officers are entitled to 24 months’ salary, less any salary received by the employee from other service during the past 12 months.
In the event of significant changes in the company’s ownership structure that affect the premises or content of their jobs, the MD and certain top executives in the Group are entitled to terminate their own employment with the right to 24 months’ salary, less any salary received by the employee from other service during the past 12 months.
For information on post-employment employee benefits and equity compensation benefits, see Note 24 “Pensions” and Note 33 “Related parties”.
Profit-sharing system for employees
A total of SEK 44 M (0), including payroll overhead, was allocated in the annual accounts for 2010 to cover profit shares for employees.
Option programme
In 2009, Investment AB Öresund sold call options for a total of 220,000 shares in Bilia AB to the Group Management and a number of key employees. The options expire in February 2012 and the exercise price is SEK 70.00 per share. The option programme does not entail any dilution for Bilia’s shareholders. The senior officers paid SEK 3.25 per option, which is the estimated market value.
In December 2008, Investment AB Öresund sold call options for a total of 170,000 shares in Bilia AB to the Group Management and a number of key employees. The options expire in November 2015 and the exercise price is SEK 20.00 per share. The option programme does not entail any dilution for Bilia’s shareholders. The senior officers paid SEK 2.00 per option, which is the estimated market value.
In May 2008, Investment AB Öresund sold call options for a total of 260,000 shares in Bilia AB to the Group Management and a number of key employees. The options have a term of three years and an exercise price of SEK 75.00 per share. The option programme does not entail any dilution for Bilia’s shareholders. The senior officers paid SEK 3.50 per option, which is the estimated market value.