Remuneration

Remuneration for members of the board of directors

Fees and other remuneration for members of the board of directors, including the chairman of the board of directors, are resolved upon by shareholders at the annual general meeting. The annual general meeting held on 14 March decided that total fees to the members of the board of directors, for the period until the next annual general meeting, shall amount to SEK 2,450,000. SEK 700,000 shall be payable to the chairman of the board of directors and SEK 350,000 each to the six other members of the board of directors. Extra director’s fee of SEK 50,000 and 100,000 should be payable to Magdalena Persson and Gunilla Rudebjer, respectively. The extra director’s fee should be paid in March 2018. Fees shall not, however, be paid to a board member employed by the Company. Another SEK 150,000 shall be payable to the chairman of the audit committee and to the other two members of the audit committee, another SEK 50,000 each. SEK 25,000 shall be payable to each member of the remuneration committee. Members of the Company’s board of directors shall not be entitled to any benefits once they retire as members of the board of directors.

Guidelines for remuneration to the executive management

The board of directors proposes that the annual general meeting resolves upon the following guidelines for remuneration to the executive management.

Executive management refers to the CEO and the other executives included in the company’s management team. Remuneration to the executive management should be competitive and according to market levels and should be based on the position, competence and performance of the individual executive.

The remuneration consists of a fixed salary and defined contribution pension plans and may also consist of a variable salary, based on quantitative and qualitative goals, which should not exceed 100 % of the fixed salary (excluding social security contributions). The notice period should normally be three to six months. In case of termination by the company, a longer notice period can be applied, however no longer than twelve months. Severance should not be paid. Issues regarding remuneration to the executive management should be dealt with, prepared and resolved upon by the board of directors. The board of directors should have the right to deviate from the guidelines if there are special circumstances in a particular case.

NCAB currently has share related incentive schemes, which will cease to exist in connection with a potential listing. In order to establish long-term decision-making and ensure long-term goal fulfillment, the board of directors may propose to the annual general meeting to resolve upon long-term share related incentive schemes.