Remuneration of the board of directors
At the Annual General Meeting held on 7 May 2020, it was resolved that the board of directors would receive an annual remuneration totaling SEK 1,405,000, of which SEK 400,000 (unchanged) will be paid to the Chairman of the board and SEK 200,000 (unchanged) to each of the other directors. At the meeting, it was also resolved that for work within the audit committee, the Chairman of the committee will receive an annual remuneration of SEK 100,000 (unchanged) and that the other audit committee member will receive an annual remuneration of SEK 50,000 (unchanged). It was further resolved that for work within the remuneration committee, the Chairman of the committee will receive an annual remuneration of SEK 35,000 (unchanged) and that the other remuneration committee member would receive an annual remuneration of SEK 20,000 (unchanged).
Guidelines for remuneration to senior executives
The following guidelines for remuneration to senior executives in MIPS AB were adopted by the Annual General Meeting held on 7 May 2020.
These guidelines cover the senior executives at MIPS, currently including the CEO, Chief Financial Officer, Head of Operations, Chief Science Officer, Chief Marketing Officer, Head of Sales and Head of Product Development of the company. The guidelines are applicable to remuneration that will be agreed, and amendments to remuneration already agreed, after the adoption of the guidelines by the 2020 Annual General Meeting. These guidelines do not apply to any remuneration resolved or approved by the General Meeting.
The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability
Briefly, the company’s business strategy is as follows.
MIPS operates as an ingredient brand with a solution designed to improve helmet safety by reducing rotational motion that can arise in the event of an angled impact to the head. The company’s long-term strategy is based on three main helmet categories comprising Sports, Moto and Safety, which together represent a focus market of more than 130 million helmets. As part of the company’s business strategy the following long-term (2025) financial targets have been set:
- Net sales > SEK 1 billion
- Operating margin > 40%
- Dividend >50% of annual net earnings
For more information about the company’s business strategy, see Business model and strategy.
The company’s position as a world-leading actor in its field is largely a result of the innovation, know-how and ability to get things done of a number of individuals affiliated with MIPS. In order to continue to successfully implement the company’s business strategy and to safeguard the company’s long-term interests, including its sustainability, the company must be able to recruit and retain qualified employees. Consequently, the company must be able to offer competitive remuneration, which these guidelines enable.
The company has established long-term share-based incentive programs that are based on warrants and that expire in the spring of 2020. They were approved by the General Meeting and are therefore not covered by these guidelines. The outcome of the programs has been linked to the company’s share price development since the initial public offering in March 2017. In addition, the programs impose requirements on personal investment and multiyear retention. For more information about these programs, see Incentive program. Prior to the 2020 Annual General Meeting, the Board has proposed two new long-term share-based incentive programs based on warrants and performance share rights, respectively.
Types of remuneration, etc.
The remuneration should be market-based and may comprise the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. Additionally, the General Meeting may – irrespective of these guidelines – resolve on, among other things, share-related or share price-related remuneration.
The fixed salary for senior executives shall be adapted to market conditions, be competitive and be based on competence, responsibility and performance.
The satisfaction of criteria for awarding variable cash remuneration shall be measured over a period of one year. The variable cash remuneration may amount to not more than 75 percent of the fixed annual cash salary of the CEO and not more than 50 percent of the fixed annual cash salary for each of the other senior executives.
The variable cash remuneration shall be linked to predetermined and measurable criteria, which may be financial or non-financial. The criteria may also comprise individually and functionally adapted quantitative or qualitative targets. The criteria must be designed to promote the company’s business strategy and long-term interests, including its sustainability, by, for example, being clearly linked to the business strategy or by promoting the senior executive’s long-term development. The variable cash remuneration will mainly be dependent on the group’s net sales and operating margin, which is in line with the company’s long-term financial goals. In addition, the remainder of the variable remuneration may be paid based on individual and function-specific targets.
The remuneration committee is responsible for the assessment of outcome regarding variable cash remuneration to the CEO, and the CEO is responsible for the evaluation regarding variable cash remuneration to the other senior executives. With regards to the financial targets, the assessment shall be based on the financial information made public by the company.
The Board shall have the possibility, under applicable law or contractual provisions, subject to the restrictions that may apply under law or contract, to in whole or in part reclaim variable remuneration paid on incorrect grounds (claw-back).
For all senior executives, pension benefits, including health insurance (Sw. sjukförsäkring), shall be defined-contribution schemes. Variable cash remuneration shall not qualify for pension benefits. The pension premiums to defined-contribution schemes shall amount to not more than 30 percent of the fixed annual cash salary. Other benefits may include, for example, life insurance, medical insurance (Sw. sjukvårdsförsäkring), and company cars. Such benefits may amount to not more than 10 percent of the fixed annual cash salary.
Termination of employment
In the event of termination by the company, the period of notice shall be a maximum of twelve months. Fixed cash salary during the notice period and severance pay may not together exceed an amount corresponding to the fixed cash salary for two years for the CEO and one year for other senior executives. When termination is made by the senior executive, the notice period may not exceed six months, without any right to severance pay.
Remuneration may be paid for non-compete undertakings. Such remuneration shall compensate for any loss of income and shall only be paid in so far as the previously employed executive is not entitled to severance pay. The remuneration shall amount to not more than 60 percent of the fixed cash salary at the time of termination of employment, unless otherwise provided by mandatory collective bargaining agreements, and be paid during the time the non-compete undertaking applies, however not for more than nine months following termination of employment.
Salary and employment conditions for employees
In the preparation of the Board’s proposal for these guidelines for remuneration, salary and employment conditions for employees of the company have been taken into account by including information on the employees’ total income, the components of the remuneration and increase and growth rate over time, in the remuneration committee’s and the Board’s basis for decision when evaluating whether the guidelines and the limitations set out herein are reasonable. The development of the gap between the remuneration to senior executives and remuneration to other employees will be disclosed in the company’s remuneration report.
The decision-making process to determine, review and implement the guidelines
The Board has established a remuneration committee. The committee’s tasks include preparing the Board’s decision to propose guidelines for remuneration to the senior executives. The Board shall prepare a proposal for new guidelines at least every fourth year and submit it to the Annual General Meeting. The guidelines shall be in force until new guidelines are adopted by the General Meeting. The remuneration committee shall also monitor and evaluate programs for variable remuneration to the senior management, the application of the guidelines for remuneration to the senior executives as well as the current remuneration structures and compensation levels in the company. The members of the remuneration committee are independent of the company and the senior management.
The CEO and other members of senior management do not participate in the Board’s processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters.
Derogation from the guidelines
The Board may temporarily resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. As set out above, the remuneration committee’s tasks include preparing the Board’s resolutions in remuneration-related matters, which includes any resolutions to derogate from the guidelines.