These guidelines shall govern remuneration to directors, the President, vice presidents and other senior executives. The guidelines do not include remuneration decided upon by the General Meeting.
Successful implementation of the company’s business strategy and the fostering of the company’s long-term interests, including its sustainability, require that the company is able, through competitive remuneration on market terms, to recruit, incentivise and retain skilled employees. The total remuneration package must therefore be on market terms and competitive on the executive’s field of profession, and must be related to the executive’s responsibilities, powers and performance. The remuneration may comprise fixed salary, variable remuneration, other benefits and pension. The company’s business strategy is presented in the company’s Annual and Sustainability Report.
Variable remuneration shall be based on results relative to established shortterm and long-term incentive program targets, which shall contribute to the objectives established by the company or to the performance of the company’s share. Remuneration shall be aimed at promoting the company’s business strategy and long-term interests, including its sustainability. Furthermore, variable remuneration shall be paid as cash remuneration and shall not be included in the basis for pension computation. The short-term element shall not exceed 100 per cent of annual fixed salary and the long-term element shall not exceed 100 per cent of annual fixed salary. The maximum variable remuneration level shall be determined per individual, taking into account the total remuneration in relation to the specific role, the local market, the terms of employment or the individual performance.
Short-term performance targets shall include either organic growth, product development, earnings, cash flow, capital efficiency, sustainability, return or individual targets or a combination thereof. Long-term performance targets shall include either sustainability, total shareholder return (TSR) or a combination thereof and – in order to create a long-term perspective – be combined with requirements for senior executives to use the compensation net of tax to invest in the Essity share with a minimum holding period of three years.
The company shall have the possibility to withhold payment of variable remuneration where necessary and possible according to law, provided there are special reasons for so doing and such a measure is necessary to meet the company’s long-term interests, including its sustainability. Furthermore, the company shall have the possibility provided by applicable law to demand repayment of any variable remuneration paid based on erroneous grounds.
Pension and other benefits
Pension benefits shall be contribution-defined, and the annual premium shall not exceed 40 per cent of the fixed annual salary. The retirement age shall normally be 65.
Other, lesser benefits may include medical insurance, company car, fitness allowance as well as membership and service fees, training/education and other support.
A notice of termination period of not more than two years shall apply upon termination of the employment relationship where the termination is initiated by the company, and of not more than one year where the termination is initiated by the executive. There shall be no severance pay.
Decision-making process and reporting
Matters relating to remuneration to senior executives shall be addressed by the Board’s Remuneration Committee and, with respect to the President, decided upon by the Board. The duties of the Remuneration Committee shall also include preparing Board decisions regarding proposals for guidelines for remuneration to senior executives, performing oversight as well as monitoring and assessing the application thereof. When the Board or the Remuneration Committee addresses and decides on remuneration-related matters, senior executives may not be present insofar as the matter relates to them. With respect to the calculation of variable remuneration, an audit certificate must be obtained before any decision is taken regarding payment. In the preparation of the remuneration guidelines, consideration has been given to salary and employment conditions for the company’s other employees, such as information regarding total remuneration, components of the remuneration as well as the increase in remuneration and the rate of increase over time, and the company’s equality of opportunity policy.
The Board shall prepare a remuneration report.
Application of and deviation from the guidelines
The Board may decide to temporarily deviate from the guidelines, wholly or in part, if there are special reasons for doing so in an individual case and deviation is necessary to satisfy the company’s long-term interests, including its sustainability. The duties of the Remuneration Committee include preparing Board decisions on remuneration issues, including decisions regarding deviations from the guidelines. With respect to employment relationships governed by rules other than Swedish rules, appropriate adjustments may take place with respect to pension benefits and other benefits to ensure compliance with such rules or local practice, whereupon the overarching purpose of these guidelines shall be attained as far as possible.
The guidelines shall not take precedence over mandatory terms of employment law legislation or collective agreements. Nor shall they apply to already executed agreements.
Description of significant changes compared to previous guidelines
Other than editorial changes, these guidelines have been updated with respect to the Board of Directors’ proposal on implementation of a new cash-based long-term incentive program.
These guidelines shall apply from the 2022 Annual General Meeting until further notice.