Remuneration and Compensation Committee
The Remuneration and Compensation Committee consists of Martin Nicklasson, Alain Munoz and Michael J. Owen, and is chaired by Martin Nicklasson. Each member satisfies the independence requirements of the corporate governance standards of NASDAQ.
Our Remuneration and Compensation Committee assists our board of directors by proposing a remuneration policy and general guidelines for incentive remuneration for the board of directors and the executive management, as well as proposals on the targets for company-operated performance related incentive programs. These policies and guidelines establish the guidelines for the different components of remuneration, including fixed and variable remuneration, such as pension schemes, benefits, retention bonuses, severance and incentive schemes, as well as the bonus and evaluation criteria in relation thereto.
The proposed remuneration policy and general guidelines for incentive remuneration are subject to the approval of our shareholders at the annual general meeting. Our Remuneration and Compensation Committee has the following principal responsibilities:
• preparing and presenting proposals to the board of directors on the framework for remuneration packages for executive management, including, but not limited to salary, salary increases, pension rights and any compensation or terminations payments, ensuring that the contractual terms are fair to the individual and to us, that failure is not rewarded and that the duty to mitigate loss is fully recognized;
• preparing and presenting proposals to the board of directors on remuneration matters of material importance to us, including incentive programs and payments for the executive management. The proposals for the remuneration of executive management, including any incentive program shall be in accordance with and not exceed comparable market practice levels at any given time;
• preparing and presenting proposals to the board of directors on the targets (bonus levels and performance targets) for company-operated performance-related incentive programs for executive management, as well as monitoring and evaluating the fulfillment of such targets;
• overseeing the implementation of any pension, retirement, death or disability or life assurance scheme and any incentive schemes for executive management; and
• reviewing and considering the proposals from our Nomination Committee on remuneration for members of the board of directors and executive management.
Charter of the Remuneration and Compensation Committee