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Remuneration to Executive Management

Swedish Svensk version


The guidelines for remuneration to Executive Management, are adopted the AGM on September 4, 2012, are presented on pages 74–75 in the annual report 2012/13. The guidelines adopted by the AGM on September 3, 2013 are unchanged compared to 2012. The Executive Management for 2012/2013 was comprised of a total of ten people, of whom three are located in Sweden and the other seven in China, the Netherlands, the UK and the US. The table below display remunerations and other benefits to the Executive Management in 2012/13.
 
Remuneration and other benefits during the year 2012/13:
 
  Thousands Fixed
salary
Variable
remuneration
Share-based compensation Other
benefits
Pension
costs
Total

President and CEO
 4,311 1,379 -458 82 1,544 6,859

Other senior executives
resident in Sweden (2)

4,197 1,639 -526 1,388 1,012 7,711
Other senior executive resident
abroad (7)
20,588 7,696 -1,174 3,208 1,218 31,537

Total senior executives
29,096 10,715 -2,158 4,678 3,774 46,106
Executive Director of the Board / 
Previous President and CEO
3,493 1,461 - 73 415 5,422

Variable remuneration pertains to the bonus for the 2012/13 and 2011/12 fiscal years respectively, partly paid quarterly during each fiscal year and partly paid in the year after.

Share based payment
As per 30 April 2013, Elekta has three outstanding share programs. The employee stock option program Elekta AB 2007 Share Unit Plan and the share program Performance Share Program 2009/12, which was outstanding as per 30 April 2012, have been concluded during the year.

The total number of shares that may be allotted under the share programs is 2,444,220 (608,700) B-shares. There is no dilutive effect from the share programs since they are secured by delivery of shares already held or repurchased by Elekta and, consequently, no new shares will be issued under the share programs.

The share-related incentive programs are reported in accordance with IFRS 2 Share-based payments. The recognized amounts related to the employee stock option program amounted to SEK − M (– 6), whereof social security costs amounted to SEK − M (–5). The recognized amounts related to the share programs amounted to SEK 15 M (−29), whereof social security costs amounted to SEK 6 M (−5).

Employee stock option program
Employee stock options granted under the Elekta AB 2007 Share Unit Plan, series 2007/12 and 2008/12, expired July 31, 2012. A total of 451,854 new B-shares were subscribed during the period May 1– July 31, 2012. For more information on the employee stock option program see the annual report 2011/12 pages 109–110.

Share programs
The AGM in the years 2009–2012 have resolved to adopt share programs, called Performance Share Plans. Performance Share Plan 2009/12, resolved by the AGM in 2009, was concluded during the year. For information on the program see the annual report 2011/12 page 110. Outstanding programs as per 30 April 2013 were Performance Share Plan 2010/13, 2011/14 and 2012/15 respectively. The Performance Share Plans cover approximately 100, 120 and 150 key employees of the Group respectively.

The Performance Share Plans entitle the participants to obtain, free of charge, B-shares in Elekta upon fulfillment of certain performance requirements. The main terms of the Performance Share Programs are that (i) a performance share award shall entitle a participant to receive, subject to the terms and conditions set forth in the Performance Share Plans 2010, 2011 and 2012 and applicable award agreements, a number of B-shares based upon the attainment of performance targets over a three year performance period, (ii) each performance share award shall be subject to forfeiture in the event of termination of employment due to a reason other than death, disability or retirement or failure to attain performance targets over the applicable performance period, (iii) performance share awards shall be settled through the delivery of shares unless otherwise decided by the Board, (iv) the number of shares to be allotted will depend on the degree of fulfillment of financial targets defined as average annual percentage growth rate in earnings per share (EPS) during the fiscal years 2010/11, 2011/12 and 2012/12 respectively, until the fiscal years 2012/13, 2013/14 and 2014/15 respectively, versus EPS for the fiscal years 2009/10, 2010/11 and 2011/12 respectively, (v) under Performance Share Plan 2010/13 the maximum number of shares will be allotted if the annual average EPS growth is or exceeds 25 percent, no allotment of shares will occur if the annual average EPS growth is below 16 percent and allotment of shares between annual average EPS growth 16 and 25 percent is linear. Under Performance Share Plan 2011/14 the maximum number of shares will be allotted if the annual average EPS growth is or exceeds 18 percent, no allotment of shares will occur if the annual average EPS growth is below 13 percent and allotment of shares between annual average EPS growth 13 and 18 percent is linear. Under Performance Share Plan 2012/15 the maximum number of shares will be allotted if the annual average EPS growth is or exceeds 22 percent, no allotment of shares will occur if the annual average EPS growth is below 15 percent and allotment of shares between annual average EPS growth 15 and 22 percent is linear, (vi) the performance targets may be adjusted should an event occur that affects the operations of the Company or the number of outstanding Elekta shares or otherwise affecting the performance targets and deemed relevant by the Board, (vii) the performance targets will be finally evaluated at the end of the applicable performance period and each participant will receive the number of shares he/she is entitled to according to participant’s award agreement depending on the attainment of the applicable performance targets over the performance period, (viii) the value that a participant can receive in settlement of the performance share award is maximized at 400 percent of the value of the shares at the date of grant of the performance share award. Potential allotments of shares will take place October 1, 2013, November 14, 2014 and September 4, 2015 respectively. Participants shall at allotment of shares receive compensation for any cash dividends paid during the respective three year performance period.

Before the number of shares to be allotted is finally determined, the Board shall examine whether the allotment is reasonable, taking into consideration the Company’s financial results and position, conditions on the stock market and other circumstances, and if not, as determined by the Board, reduce the number of shares to be allotted to the lower number of shares deemed appropriate by the Board. Delivery of shares and dividend compensation in settlement of the Performance Share Award shall be made as soon as practicable following the lapse of the performance period.

The conditions of the share programs state that the right to Performance Share Awards may be settled in other ways than through the delivery of shares. As per April 30, 2013, there were no material obligations to settle in any other way than through shares.

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