The 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 |
President and CEO
Other senior executives
|Other senior executive resident |
in the UK and US (5)
Total senior executives
|Executive Director of the Board / |
Previous President and CEO
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.
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 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.