Notes for P&L
All amounts in SEKm unless otherwise stated.
Note 6 Employees and employee benefits expense
|Average number of employees||Men||Women||Total||Men||Women||Total|
|Salaries and remuneration||Senior management||of which profit-related remune- ration||Other employees||Senior management||of which profit-related remune- ration||Other employees|
|Senior management is defined as Group management, Managing Directors and vice MD’s in Group subsidiaries.|
|Salaries, remuneration and social security costs||2011/2012||2010/2011||2011/2012||2010/2011|
|Salaries and other remuneration||776.9||664.7||15.9||14.2|
|Contractually agreed pensions for senior management||19.1||15.7||2.5||2.2|
|Contractual pensions to others||58.4||57.4||1.7||0.6|
|Other social security costs||153.6||134.3||6.3||5.4|
|At year-end, outstanding pension commitments to senior management totalled SEK 9.5 million (8.2) for the Group and SEK 2.3 million (2.2) for the Parent Company. Different accounting policies are applied to pension costs in the Parent Company and the Group (see Note 1 Accounting Policies).|
|Proportion of women||31 Mar 2012||31 Mar 2011||31 Mar 2012||31 Mar 2011|
|Board of Directors (not including alternates)||3%||2%||20%||20%|
|Other members of senior management||17%||16%||17%||17%|
Preparation and decision-making process for remuneration to the Board of Directors, CEO and Group management
The guidelines applied in the 2011/2012 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.
Personnel options for members of senior management
The Group's share-based incentive programmes enable senior management to purchase shares in the Company. The employees have paid a market premium for call options on Class B shares. The option premium in the different programmes was calculated by Nordea Bank using the Black & Scholes valuation method. The calculations presupposed that the redemption price was set at 120 percent of the volume-weighted average of the price paid during the measurement period, volatility was based on statistical source material based on historical data, the risk-free rate was based on the government bond rate, maturity and redemption period according to the terms of the programmes, and dividend according to the estimates available based on the Group's dividend policy.
The programmes include a subsidy so that the employee receives the same sum as the option premium paid in the form of cash payment, i.e. salary. This subsidy shall be paid two years after the acquisition of the call options, provided that the option holder is still employed in the Group and still owns call options at that time. The subsidy, and related social security costs, is distributed as employee benefits expense over the vesting period. Addtech has no obligation to repurchase the options when an employee terminates employment. The holder can redeem the options irrespective of future employment at the Group. The calculation of the dilution effect below is based on the number of outstanding shares on subscription to the programmes.
In accordance with a resolution of the August 2009 AGM, 22 members of management were offered the opportunity to acquire 236,000 call options on repurchased Class B shares. The programme was fully subscribed, and if all options are exercised, the number of Class B shares outstanding will increase by 236,000, equivalent to 1.1 percent of the total number of shares outstanding and 0.7 percent of the votes. The redemption period is from 3 September 2012 to 14 June 2013 inclusive.
The call options were transferred at a price of SEK 9.20 per option, equivalent to the fair (market) value of the options based on an independent valuation. The redemption price of the call options is SEK 127.70, corresponding to 120 percent of the average share price during the measurement period 31 August-11 September 2009.
In accordance with a resolution of the August 2010 AGM, 24 members of management were offered the opportunity to acquire 236,000 call options on repurchased Class B shares. Employees subscribed for 221,700 call options in the programme. If the options are fully exercised, the number of B shares outstanding will increase by 221,700, equivalent to 1.0 percent of the number of shares outstanding and 0.7 percent of the votes. The redemption period is from 16 September 2013 to 30 May 2014 inclusive.
The call options were transferred at a price of SEK 11.00 per option, equivalent to the fair (market) value of the options based on an independent valuation. The redemption price of the call options is SEK 164.70, corresponding to 120 percent of the average share price during the measurement period 30 August-10 September 2010.
In accordance with a resolution of the August 2011 AGM, 25 members of management were offered the opportunity to acquire 200,000 call options on repurchased Class B shares. The programme was fully subscribed, and if all options are exercised, the number of Class B shares outstanding will increase by 200,000, equivalent to 0.9 percent of the total number of shares outstanding and 0.6 percent of the votes. The redemption period is from 15 September 2014 to 29 May 2015 inclusive.
The call options were transferred at a price of SEK 8.00 per option, equivalent to the fair (market) value of the options based on an independent valuation. The redemption price of the call options is SEK 179.40, corresponding to 120 percent of the average share price during the measurement period 26 August-8 September 2011.
Board of Directors
The Board fees of SEK 1,250 thousand (1,250) set by the AGM are distributed, as per the AGM's decision, among those Board Directors who are not employed by the Parent Company.
Parent Company's CEO
Johan Sjö, Parent Company CEO, received a fixed salary of SEK 3,866 thousand (3,228) and SEK 972 thousand (756) in variable pay. SEK 600 thousand (600) of the fixed salary refers to the long-term incentive programme detailed below. Taxable benefits totalling SEK 186 thousand (177) 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 2011/2012, a total of SEK 847 thousand (759) in pension premiums, determined annually by the remuneration committee, were paid for the CEO. Variable salary is not pensionable income.
When the Company recruited Johan Sjö as CEO, the Board offered him a long-term incentive programme (LTI), which entitles the CEO to receive annually during a five-year period the equivalent of 20 percent of amounts invested in Addtech shares up to SEK 3,000 thousand. As a result, Johan Sjö received SEK 600 thousand (600) during the financial year. The LTI remuneration 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
Other members of Group management were paid a total of SEK 8,221 thousand (6,355) in fixed salaries and SEK 2,411 thousand (1,809) in variable remuneration. This variable remuneration was expensed during the 2011/2012 financial year and was paid during 2012/2013. Taxable benefits totalling SEK 476 thousand (372) 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 2011/2012, a total of SEK 2,597 thousand (2,480) 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 during the year||Basic salary/ Board fees||Variable remuneration||Long-term incentive programme||Other benefits||Pension costs||Total|
|Chairman of the Board||0.5||–||–||–||–||0.5|
|Other members of the Board||0.8||–||–||–||–||0.8|
|Chief Executive Officer||3.3||1.0||0.6||0.2||0.8||5.9|
|Other members of Group management (5 persons)||8.2||2.4||–||0.5||2.6||13.7|
|There has been no remuneration for financial instruments or personnel options.|
|Board fees for 2011/2012, SEK ’000s|
|Anders Börjesson||Chairman of the Board||450|
|Tom Hedelius||Vice Chairman of the Board||350|