Elekta International
Elekta Australia
Elekta Canada
Elekta China
Elekta Germany
Elekta Hong Kong
Elekta India
Elekta Japan
Elekta New Zealand
Elekta Singapore
Elekta Mexico
Elekta United States
Svensk versionThe guidelines for remuneration to Executive Management, which are proposed by the Board of Directors for the Annual General Meeting on September 4, 2012, are presented on pages 78 – 79 in the 2011/12 annual report. The proposed guidelines are unchanged compared to those proposed by the Board of Directors and approved by the Annual General Meeting on September 13, 2011. The Executive Management for 2011/2012 was comprised of a total of nine people, of whom four are located in Sweden and five in China, the Netherlands, the UK and the US. The table below displays remunerations and other benefits to the Executive Management during the year.
REMUNERATION AND OTHER BENEFITS DURING THE YEAR
| SEK, '000 | Fixed salary | Variable remuneration | Other benefits | Pension costs | Total |
President and CEO | 4,273 | 2,289 | 63 | 5,542 | 12,167 |
| Other senior executives | 5,265 | 1,887 | 244 | 1,287 | 8,683 |
| Other senior executive resident in the UK and US (5) | 9,743 | 4,426 | 1,628 | 851 | 16,648 |
Total senior executives | 19,281 | 8,602 | 1,935 | 7,680 | 37,498 |
| Executive Director of the Board / Previous President and CEO | 3,519 | 1,736 | 94 | 631 | 5,980 |
Variable remuneration pertains to the bonus for the 2011/12 and 2010/11 fiscal year, which was partly paid quarterly during the fiscal year and partly paid the coming fiscal year.
Share based payment
Elekta currently has one outstanding employee stock option program and three outstanding share programs. The employee stock option program is based on warrants. There are 963,854 warrants outstanding as per April 30, 2012, where 451,854 of the warrants may be utilized for subscription of shares when exercising the outstanding employee stock options and 512,000 warrants may be utilized to cover social security fees. The employee stock options outstanding, including warrants to cover social security fees in connection with the employee stock option program, as per April 30, 2012, thus entitle to acquisition of a total of 963,854 additional new B shares. The total number of shares that may be allotted, including shares to cover social security fees, under the share programs are 608,700 B shares. Upon full exercise of the outstanding employee stock options, including warrants to cover social security fees, the Company’s share capital will increase by SEK 1,927,708. There is no dilutive effect from the share programs since they are secured by delivery of shares held by Elekta and, consequently, no new shares will be issued under the share programs.
The Executive Management for 2011/2012 was comprised of a total of nine people, of whom four are located in Sweden and five in China, the Netherlands, the UK and the US. The table shows the Executive Management remuneration paid during the year.
The share-related incentive programs are reported in accordance with IFRS 2 ‘Sharebased payments’. The recognized costs related to the employee stock option program amounted to SEK 6 M (33), whereof social security costs amounted to SEK 5 M (29). The recognized costs related to the share programs amounted to SEK 29 M (14), whereof social security costs amounted to SEK 5 M (3).
Employee stock option program
In 2007 the Annual General Meeting of shareholders resolved to adopt the Elekta AB 2007 Share Unit Plan, which has been allotted under two series, 2007/12 and 2008/12. The 2007 Share Unit Plan granted employee stock options to approximately 75 key employees within the Group during the fiscal years 2007/08–2009/10. Board members who are not employed in the Company are not encompassed by Elekta’s employee stock option program.
In 2007 the Annual General Meeting of shareholders resolved to adopt the Elekta AB 2007 Share Unit Plan, which has been allotted under two series, 2007/12 and 2008/12. The 2007 Share Unit Plan granted employee stock options to approximately 75 key employees within the Group during the fiscal years 2007/08–2009/10. Board members who are not employed in the Company are not encompassed by Elekta’s employee stock option program.
The main terms of the 2007 Share Unit Plan are that (i) it is required that, for an employee to receive employee stock options and retain the possibility to acquire shares, the employee acquires a certain number of shares in the Company on the market and hold these shares until exercise of the employee stock option; (ii) the number of shares that will be acquirable based on the employee stock options are determined based on the fulfillment of a collectively established performance goal; (iii) it shall be possible to exercise one fourth of the employee stock options annually under stock option program 2007/12 and to exercise one third of the employee stock options annually under stock option program 2008/12; (iv) the employee options are non-transferable; (v) the employee stock options are dependent upon continued employment; (vi) the price that shall be paid to receive shares on exercise of the employee stock option shall not be less than 110 percent of the share’s market value at the time of the employee stock option offer; (vii) the lifetime of the employee stock option shall be a maximum of five years, and (viii) the financial gain that the employee could receive on the granted employee stock options is maximized to 400 percent of the price that shall be paid for the shares.
Delivery of shares under the 2007 Share Unit Plan has been secured through Elekta issuing warrants for subscription of new B shares to a subsidiary. Employee stock options granted in 2007 entitle the holders to acquire a total of maximum 1,597,500 B shares. Employee stock options granted in 2008 entitle the holders to acquire a total of maximum 1,500,000 B shares. Should the underlying warrant not be exercised before March 16, 2012, the recalculation provision in the terms and conditions for the warrants will be activated in connection with the issue of the convertible bonds. Such recalculation may lead to a change in the subscription price and the number of shares each warrant entitles to. The employee stock options will lapse July 31, 2012.
Share programs
In 2009, 2010 and 2011 the Annual General Meetings resolved to adopt the Performance Share Programs 2009/12, 2010/13 and 2011/14 respectively. The Performance Share Programs cover approximately 75, 100 and 120 key employees of the Group respectively. The Performance Share Programs 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 2009, 2010 and 2011 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 2009/10, 2010/11, 2011/12 respectively, until the fiscal years 2011/12, 2012/13 and 2013/14 respectively, versus EPS for the fiscal years 2008/09, 2009/10 and 2010/11 respectively, (v) under Performance Share Program 2009/12 the maximum number of shares will be allotted if the annual average EPS growth is or exceeds 26 percent, no allotment of shares will occur if the annual average EPS growth is below 18 percent and allotment of shares between annual average EPS growth 18 and 26 percent is linear. Under Performance Share Program 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 Program 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, (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. The number and kind of shares covered by the share programs may be equitably adjusted in relation to the issue of the convertible bonds. Potential allotments of shares will take place December 10, 2012, October 1, 2013 and November 14, 2014 respectively. Participants shall at allotment of shares receive compensation for any cash dividends paid during the respective three year performance period.
In 2009, 2010 and 2011 the Annual General Meetings resolved to adopt the Performance Share Programs 2009/12, 2010/13 and 2011/14 respectively. The Performance Share Programs cover approximately 75, 100 and 120 key employees of the Group respectively. The Performance Share Programs 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 2009, 2010 and 2011 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 2009/10, 2010/11, 2011/12 respectively, until the fiscal years 2011/12, 2012/13 and 2013/14 respectively, versus EPS for the fiscal years 2008/09, 2009/10 and 2010/11 respectively, (v) under Performance Share Program 2009/12 the maximum number of shares will be allotted if the annual average EPS growth is or exceeds 26 percent, no allotment of shares will occur if the annual average EPS growth is below 18 percent and allotment of shares between annual average EPS growth 18 and 26 percent is linear. Under Performance Share Program 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 Program 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, (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. The number and kind of shares covered by the share programs may be equitably adjusted in relation to the issue of the convertible bonds. Potential allotments of shares will take place December 10, 2012, October 1, 2013 and November 14, 2014 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 30 April 2012 there was no present obligation to settle in any other way than through shares.