Principles for compensation of senior executives
Moberg Pharma shall offer a total compensation at market rate that
enables for qualified senior executives to be recruited and retained.
The compensation paid to the Chief Executive Officer and other
senior executives may consist of basic salary, variable compensation,
other benefits and pension benefits. The total compensation
is based on the basic salary and must be proportionate to the
executive’s responsibilities and authority. Variable compensation is
capped at 50 per cent of each executive’s basic annual salary and is
based on results achieved in relation to individually defined qualitative
and quantitative targets as well as the company’s result in
relation to goals set by the Board of Directors. Pensionable salary
comprises only of basic salary. To the extent that Board members
perform work for the company or any other group company,
besides work in the Board of Directors, consultancy fee at market
rate may be paid.
In case of termination, the notice period
shall be at least three months if the senior executive takes the initiative
and if the company takes the initiative between three and nine
months. Severance is not paid. The Shareholders’ Meeting shall,
when applicable, decide on all share and share-price related programs.
Allotment shall be made in accordance with the resolution
of the Shareholders’ Meeting. With the exception of the employee
stock options allotted and accrued, and what is provided for under
existing employment contracts as referred to above, senior executives
are not entitled to any benefits after the termination of the
The Board of Directors shall be entitled
to deviate from the above mentioned principles for remuneration
of senior executives if there are special reasons.
The compensation committee
The Board has a compensation committee, which prepares proposals on compensation issues. The committee consists of three Directors, Wenche Rolfsen (committee chairman), Mats Pettersson and Gustaf Lindewald. All are independent in relation to Moberg Pharma and the company’s senior executives. The committee’s principal tasks are to:
(i) prepare the Board’s decisions on issues relating to principles of compensation, compensation and other terms of employment for management,
(ii) monitor and evaluate ongoing and recently completed variable compensation schemes for management, and
(iii) monitor and evaluate the application of guidelines for compensation of senior executives that are legally subject to approval by the AGM and of applicable structures and levels of compensation in Moberg Pharma.
Decisions on compensation issues must, after drafting by the committee, be adopted by the Board as a whole.