| 2017/2018 | 2016/2017 | |||||
|---|---|---|---|---|---|---|
| Average number of employees | Men | Women | Total | Men | Women | Total |
| Sweden | ||||||
| Parent Company | 6 | 4 | 10 | 6 | 5 | 11 |
| Other companies | 628 | 191 | 819 | 633 | 190 | 823 |
| Denmark | 210 | 94 | 304 | 200 | 95 | 295 |
| Finland | 195 | 68 | 263 | 184 | 61 | 245 |
| Norway | 229 | 79 | 308 | 225 | 73 | 298 |
| Other countries | 425 | 154 | 579 | 344 | 117 | 461 |
| Total | 1,693 | 590 | 2,283 | 1,592 | 541 | 2,133 |
| 2017/2018 | 2016/2017 | |||||
| Salaries and remuneration | Senior management | of which profit-related remune- ration | Other employees | Senior management | of which profit-related remune- ration | Other employees |
| Sweden | ||||||
| Parent Company | 28 | 6 | 3 | 21 | 4 | 4 |
| Other companies | 48 | 7 | 383 | 47 | 5 | 362 |
| Denmark | 28 | 3 | 201 | 23 | 3 | 184 |
| Finland | 21 | 3 | 120 | 16 | 2 | 121 |
| Norway | 24 | 3 | 182 | 23 | 1 | 176 |
| Other countries | 17 | 2 | 111 | 15 | 2 | 85 |
| Total | 166 | 24 | 1,000 | 145 | 17 | 932 |
| Senior management is defined as Group management, Managing Directors and vice MD’s in Group subsidiaries. | ||||||
| Group | Parent Company | |||
|---|---|---|---|---|
| Salaries, remuneration and social security costs | 2017/2018 | 2016/2017 | 2017/2018 | 2016/2017 |
| Salaries and other remuneration | 1,166 | 1,077 | 30 | 25 |
| Contractually agreed pensions for senior management | 20 | 19 | 4 | 4 |
| Contractual pensions to others | 93 | 81 | 1 | 1 |
| Other social security costs | 217 | 200 | 10 | 10 |
| Total | 1,496 | 1,377 | 45 | 40 |
| At year-end, outstanding pension commitments to senior management totalled SEK 8 million (9) for the Group and SEK 0 million (2) for the Parent Company. Different accounting policies are applied to pension costs in the Parent Company and the Group (see Note 1 Accounting Policies). | ||||
| Group | Parent Company | |||
| Proportion of women | 2018-03-31 | 2017-03-31 | 2018-03-31 | 2017-03-31 |
| Board of Directors (not including alternates) | 4% | 4% | 29% | 29% |
| Other members of senior management | 14% | 14% | 17% | 17% |
The guidelines applied in the 2017/2018 financial year for remuneration to senior management correspond to those in the proposal for the coming year included in the administration report. The principle for remuneration to the Board of Directors, Chief Executive Officer (CEO) and Group management is that remuneration should be competitive. The nomination committee proposes Board fees to the Annual General Meeting (AGM). Board fees are paid based on a resolution of the AGM.
No separate fees are paid for committee work.
For remuneration to the CEO, members of Group management and other members of senior management in the Group, the Board of Directors has appointed a remuneration committee consisting of the Chairman and Vice Chairman of the Board, with the CEO as the reporting member. A fixed salary, variable remuneration and conventional employment benefits are paid to the CEO, Group management and other members of senior management. In addition, pension benefits and incentive programmes apply, as described below. The remuneration committee adheres to the guidelines for remuneration to senior management approved by Addtech AB's AGM.
Background and reasons for long-term incentive schemes
The purpose of long-term incentive schemes is to give management personnel within the Addtech Group the opportunity to learn about and work towards an increase in the value of the Company's shares through their own investment. The schemes are also expected to create improved conditions for retaining and recruiting skilled personnel for the Addtech Group, to provide competitive remuneration and to unite the interests of the shareholders and the management personnel. The intention of the schemes is to contribute towards senior executives increasing their shareholdings in Addtech in the long term. Those members of management personnel included in the schemes are the group who, in an otherwise heavily decentralised organisation, are able to have a positive impact on profits through cooperation between the Group's subsidiaries. The share-related incentive schemes approved by the AGM do not involve any net charge to the Company's equity.
Similar call option schemes for senior management and a selected number of senior executives in the Addtech Group were resolved by the AGMs from 2009 to 2017. Members of the Board of Directors have not had the right to purchase call options, with the exception of the CEO.
The schemes consist of call options for shares repurchased by Addtech, where each call option carries the right to acquire a repurchased Class B share. The call options are freely transferable as financial instruments. In order to encourage participation in the scheme, a subsidy will be paid corresponding to the premium paid for each call option. This subsidy will be paid two years following the AGM, providing that the option holder's employment with the Group has not been terminated and that the call options have not been disposed of prior to this point. Scheme expenses consist of the subsidy plus social security costs. The subsidy corresponds to the option premium that the Company receives on transferring the call options, for which reason the scheme will not involve any net charge to the Company's equity.
The Company is entitled to buy back call options from the holder if the holder does not wish to exercise all call options acquired. Options are to be acquired at a price that at any one time corresponds to the highest market value. Shares may not, however, be bought back during any such period when trading in the Company's shares is forbidden.
At the end of the financial year Addtech has four outstanding call option programmes totalling
1,250,178 B shares.
Scheme 2017/2021
The allotment as resolved by the 2017 Annual General Meeting included 24 senior executives and a total of 300,000 call options, corresponding to 0.4 percent of the total number of shares and approximately 0.3 percent of the total number of votes in the Company. The allotment varied between 7,000 – 25,500 options per person. The Chief Executive Officer acquired 25,500 and the others in Group Management 115,000.
The options carry the right to the purchase of repurchased Class B shares between 14 September 2020 and 4 June 2021. The purchase price for shares on exercising options will correspond to 120 percent of the volume-weighted average of the price paid for the Company's B shares on NASDAQ Stockholm between 1 September 2017 and 14 September 2017. If, at the time of subscription, the share price of class B shares in the Company exceeds 200 percent of the average price during the period 1 September 2017 until 14 September 2017, the exercise price will be increased in increments of SEK 1 by the amount that exceeds 200 percent. The premium for the call options will correspond to the market value of the call options as per an external independent valuation, in accordance with the Black & Scholes model. The measuring period for calculating the option premium will be based on the volume-weighted average of the price paid for the Company's Class B shares on NASDAQ Stockholm between 8 September 2017 and 14 September 2017.
The strike price for the call options was set at SEK 178.50. The market value of the call options was set at SEK 10.80.
The costs of the scheme consist of the subsidy paid during September 2019 as detailed above and the social security fees payable on this subsidy. The total cost of the subsidy, including social security fees, has been estimated at approximately SEK 3.5 million after corporation tax. The subsidy corresponds to the option premium that the Company receives on transferring the call options. The personnel cost accrues over the vesting period.
Scheme 2016/2020
The allotment as resolved by the 2016 Annual General Meeting included 20 senior executives and a total of 300,000 call options, corresponding to 0.4 percent of the total number of shares and approximately 0.3 percent of the total number of votes in the Company. The allotment varied between 7,500 – 37,500 options per person. The Chief Executive Officer acquired 31,500 and the others in Group Management 135,000.
The options carry the right to the purchase of repurchased Class B shares between 16 September 2019 and 5 June 2020. The purchase price for shares on exercising options will correspond to 120 percent of the volume-weighted average of the price paid for the Company's B shares on NASDAQ Stockholm between 1 September 2016 and 14 September 2016. The premium for the call options will correspond to the market value of the call options as per an external independent valuation, in accordance with the Black & Scholes model. The measuring period for calculating the option premium will be based on the volume-weighted average of the price paid for the Company's Class B shares on NASDAQ Stockholm between 8 September 2016 and 14 September 2016.
The strike price for the call options was set at SEK 159.00. The market value of the call options was set at SEK 11.80.
The costs of the scheme consist of the subsidy paid during September 2018 as detailed above and the social security fees payable on this subsidy. The total cost of the subsidy, including social security fees, has been estimated at approximately SEK 3.6 million after corporation tax. The subsidy corresponds to the option premium that the Company receives on transferring the call options. The personnel cost accrues over the vesting period.
Scheme 2015/2019
The allotment as resolved by the 2015 Annual General Meeting included 24 senior executives and a total of 350,000 call options, corresponding to 0.5 percent of the total number of shares and approximately 0.4 percent of the total number of votes in the Company. The allotment varied between 4,000 – 30,000 options per person. The Chief Executive Officer acquired 30,000 and the others in Group Management 150,000.
The options carry the right to the purchase of repurchased Class B shares between 17 September 2018 and 3 June 2019. The purchase price for shares on exercising options will correspond to 120 percent of the volume-weighted average of the price paid for the Company's B shares on NASDAQ Stockholm between 31 August 2015 and 11 September 2015. The premium for the call options will correspond to the market value of the call options as per an external independent valuation, in accordance with the Black & Scholes model. The measuring period for calculating the option premium will be based on the volume- weighted average of the price paid for the Company's Class B shares on NASDAQ Stockholm between 7 September 2015 and 11 September 2015.
The strike price for the call options was set at SEK 154.50. The market value of the call options was set at SEK 10.20. According to terms resolved by the Annual General Meeting, the scheme will be recalculated following the Group's distribution of AddLife. The exercise price for the call options was established, after recalculation, at SEK 125.10, entitling the holder to 1.23 shares per option.
The costs of the scheme consist of the subsidy paid in 2017 including social security charges, which amount to approximately SEK 3.5 million after corporation tax. The subsidy corresponds to the option premium that the Company receives on transferring the call options. The personnel cost accrues over the vesting period.
Scheme 2014/2018
The allotment as resolved by the 2014 Annual General Meeting for 2014 included 25 people and a total of 350,000 call options, corresponding to approximately 0.5 percent of the total number of shares and approximately 0.4 percent of the total number of votes in the Company. The allotment varied between 3,900 – 30,000 options per person. The Chief Executive Officer acquired 30,000 and the others in Group Management 140,000.
The options carry the right to the purchase of repurchased Class B shares between 17 September 2017 and 1 June 2018. The purchase price for shares on exercising options will correspond to 120 percent of the volume-weighted average of the price paid for the Company's B shares on NASDAQ Stockholm between 29 August 2014 and 11 September 2014. The premium for the call options will correspond to the market value of the call options as per an external independent valuation, in accordance with the Black & Scholes model. The measuring period for calculating the option premium will be based on the volume-weighted average of the price paid for the Company's Class B shares on NASDAQ Stockholm between 5 September 2014 and 11 September 2014.
The strike price for the call options was set at SEK 116.70. The market value of the call options was set at SEK 6.40. According to terms resolved by the Annual General Meeting, the scheme will be recalculated following the Group's distribution of AddLife. The exercise price for the call options was established, after recalculation, at SEK 125.10, entitling the holder to 1.23 shares per option.
The costs of the scheme consist of the subsidy paid in 2016 including social security charges, which amount to approximately SEK 3 million after corporation tax. The subsidy corresponds to the option premium that the Company receives on transferring the call options. The personnel cost accrues over the vesting period.
Between 17 September 2017 and 31 March 2018, 45,500 options were repurchased under current market conditions, based on an independent external valuation using the Black & Scholes model. During the corresponding period 125,900 options were exercised, corresponding to 154,857 shares.
The Board fees of SEK 2,025 thousand (1,880) set by the AGM are distributed, as per the AGM's decision, among those Board Directors who are not employed by the Parent Company.
Johan Sjö, Parent Company CEO, received a fixed salary of SEK 5,181 thousand (4,196) and SEK 2,131 thousand (2,097) in variable pay. Variable remuneration includes SEK 331 thousand regarding the year’s cost for a subsidy for participation in the Group’s incentive programme. Taxable benefits totalling SEK 101 thousand (94) are additional. From age 65, the CEO is covered by a defined contribution pension, the size of which depends on the outcome of pension insurance agreements. During 2017/2018, a total of SEK 1,700 thousand (1,600) in pension premiums, determined annually by the remuneration committee, were paid for the CEO. Variable salary is not pensionable income.
Variable remuneration based on Group earnings may be payable in an amount up to 30 percent of fixed salary. In addition, a further premium of 20 percent may be payable of the variable remuneration received used in acquisition of shares in Addtech AB.
The period of notice is of 12 months when the Company terminates the employment contract and six months when the CEO does so. In the case of termination on the initiative of the Company, the CEO is entitled to a severance payment equivalent to one year’s salary in addition to salary during the period of notice. No severance package is payable if the employee terminates the employment contract.
Other members of Group management were paid a total of SEK 12,875 thousand (8,843) in fixed salaries and SEK 4,486 thousand (3,561) in variable remuneration. Variable remuneration includes SEK 1 135 thousand (930) regarding the year’s cost for a subsidy for participation in the Group’s incentive programme. This variable remuneration was expensed during the 2016/2017 financial year and was paid during 2017/2018. Taxable benefits totalling SEK 439 thousand (402) are additional. Persons in Group management are covered from age 65 by pension entitlements based on individual agreements. Existing pension schemes consist of defined contribution schemes, in which the pension amount depends on the outcome of pension insurance agreements, as well as defined benefit schemes.
The cost of the defined benefit pensions and the defined contribution schemes is basically equivalent to the ITP plan (supplementary pension scheme for salaried employees). During 2017/2018, a total of SEK 2,883 thousand (2,553) in pension premiums was paid for the group 'Other members of Group management'.
Variable remuneration based on Group earnings may be payable in an amount up to 30 percent of fixed salary. In addition, a further premium of 20 percent may be payable of the variable remuneration received used in acquisition of shares in Addtech AB.
The period of notice is 12 months when the Company terminates the employment contract and six months when the employee does so. Severance pay is payable upon termination of employment equivalent to no more than one year's salary. No severance package is payable if the employee terminates the employment contract.
| Remuneration and other benefits 2017/2018 | Basic salary/ Board fees | Variable remuneration 1) | Other benefits | Pension costs | Total |
|---|---|---|---|---|---|
| Chairman of the Board | 0.6 | – | – | – | 0.6 |
| Other members of the Board | 1.4 | – | – | – | 1.4 |
| Chief Executive Officer | 5.2 | 2.1 | 0.2 | 1.7 | 9.2 |
| Other members of Group management 2) | 12.9 | 4.5 | 0.6 | 2.9 | 20.9 |
| Total | 20.1 | 6.6 | 0.8 | 4.6 | 32.1 |
| 1) Including remuneration to group management participating in incentive programmes. | |||||
| 2) During the year, other members of Group Management consisted of five people, including one woman and four men. | |||||
| Remuneration and other benefits 2016/2017 | Basic salary/ Board fees | Variable remuneration 1) | Other benefits | Pension costs | Total |
| Chairman of the Board | 0.5 | – | – | – | 0.5 |
| Other members of the Board | 1.4 | – | – | – | 1.4 |
| Chief Executive Officer | 5.0 | 1.7 | 0.2 | 1.6 | 8.5 |
| Other members of Group management 2) | 8.8 | 3.6 | 0.5 | 2.6 | 15.5 |
| Total | 15.7 | 5.3 | 0.7 | 4.2 | 25.9 |
| 1) Including remuneration to group management participating in incentive programmes. | |||||
| 2) During the year, other members of Group Management consisted of five people, including one woman and four men. | |||||
| Board fees, SEK ’000s | 2017/2018 | 2016/2017 | |||
| Name | Position | Fee | Fee | ||
| Anders Börjesson 1) | Chairman of the Board, Chairman of the Remuneration Committee | 600 | 500 | ||
| Tom Hedelius | Vice Chairman of the Board | – | 380 | ||
| Eva Elmstedt 1) | Member of the Board, member of the Remuneration Committee | 325 | 250 | ||
| Kenth Eriksson | Member of the Board | 275 | 250 | ||
| Henrik Hedelius | Member of the Board | 275 | – | ||
| Ulf Mattsson | Member of the Board | 275 | 250 | ||
| Malin Nordesjö | Member of the Board | 275 | 250 | ||
| Johan Sjö | Member of the Board | – | – | ||
| Total | 2,025 | 1,880 | |||
| 1) The amounts include remuneration in accordance with termination agreement. During the 2017/2018 financial year, a fee of SEK 50,000 was paid to each member of the remuneration committee. | |||||