Attendo’s system for variable remuneration to executive management and outstanding share related incentive programs
The below description is prepared in accordance with the Swedish Code for Corporate Governance (updated in June 2020).
Salary and variable cash remuneration
Executive management comprises the members in Attendo’s executive management team. The remuneration to executive management shall be on market terms and may, according to Attendo’s remuneration guidelines, consist of the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. For information on remuneration paid during the last financial year, refer to note C5 in Attendo’s annual report.
Variable cash remuneration shall be linked to predetermined and measurable criteria, which can be financial or non-financial. They may also be individualized, quantitative or qualitative objectives. The criteria shall be designed so as to contribute to the company’s business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy or promote the executive’s long-term development. Criteria for variable cash remuneration should be based on financial targets (for the group and the respective business areas, as appropriate), as well as measurable quality, customer satisfaction and employee satisfaction. At least 60 percent of the variable cash remuneration should be subject to shareholder value based criteria. The criteria for variable cash remuneration are based on the most important and measurable prerequisites for the long-term success of Attendo, as described above, and thereby contribute to the company’s business strategy, long-term interests and sustainability.
For the CEO, the variable cash remuneration may amount to not more than 75 per cent of the total fixed cash salary under the measurement period for such criteria. The variable cash remuneration to other members of the executive management may amount to not more than 50 per cent, correspondingly.
Additional variable cash remuneration may be paid under extraordinary circumstances and to facilitate investments in Attendo for the purpose of promoting a personal long-term interest in Attendo’s development.
Warrant program 2020
The Annual General Meeting 2020 resolved on a long-term incentive program to senior executives in the Attendo Group based on warrants. In total, warrant program 2020 is directed to not more than seven individuals. The program entails that senior executives are offered to acquire warrants at market value, calculated in accordance with the Black & Scholes valuation formulae.
The warrants have a vesting period of five years. Each warrant entitles to subscription of one new share in Attendo, during the two week period from the day of publication of the interim report for the period 1 January – 31 March (Q1) 2023, 2024 or 2025 and during the two week period from the day of publication of the interim report for the period 1 January – 30 September (Q3) 2023, 2024 or 2025.
The exercise price shall be determined as 125 per cent of the average volume weighted share price for the company’s share as quoted on Nasdaq Stockholm during the period 5 trading days calculated from 7 May 2020 (the day after the company’s first interim report for 2020).
Attendo will subsidize the option premium to be paid by the participants for the acquisition of warrants, in order to facilitate and promote a personal long-term interest in Attendo for senior executives, in accordance with the company’s guidelines for remuneration. The subsidy shall correspond to 120 percent of the investment (which equals approximately 50 percent of the option premium, post tax) in the form of an additional cash payment to be paid 24 and 36 months, respectively, after the subscription date (with 50 percent at each of the respective dates).
Performance share program 2020
The Annual General Meeting 2020 resolved on a performance based long-term incentive program to key employees in the Attendo Group. In total, performance share program 2020 is directed to not more than 50 key employees in the Attendo Group. Performance share program 2020 is a three-year performance based program. Under the program, the participants will be granted, free of charge, performance-based share awards that entitle to a maximum of 200,000 shares in Attendo. The share awards are subject to performance conditions, in addition to the condition that the holder remains an employee in the Attendo Group at the end of the vesting period. The performance conditions are based on EBITA targets for Attendo’s respective business areas (Scandinavia and Finland, respectively) for the financial year 2022, as determined by Attendo’s Board of Directors.
Attendo has had share savings programs, named Attendo+, since the stock exchange listing in 2015. As of the date for this statement, two share savings programs are outstanding, Attendo+ 2018 and Attendo+ 2019.
Attendo+ 2018 is directed to key employees, who by investment in savings shares and continued employment with the company, can receive a maximum of 3–5 performance shares at the end of the qualification period if certain predetermined goals are achieved. The goals are based on a range of the development of the group’s accumulated EBITA during the period 2018–2020, as determined by Attendo’s Board of Directors.
Attendo+ 2019 is directed to members in the executive management, who by investment in savings shares and continued employment with the company, can receive 0.5 matchning shares and a maximum of 5 performance shares per savings share. The goals are based on a range of the development of the group’s accumulated EBITA during the period 2019–2021, as determined by Attendo’s Board of Directors.
Call options through Nordstjernan
Attendo’s principal shareholder Nordstjernan has in 2018 and 2019 issued call options to certain senior executives and key individuals in Attendo.
In 2018, a total of 875,815 call options were issued. The call options can be exercised between three and five years after subscription. Attendo has chosen to subsidise 120 percent of the investment before tax through additional variable pay of a maximum of SEK 4.7m that will be paid 24 and 36 months after the subscription date, respectively.
In 2019, a total of 931,505 call options were issued. The call options can be exercised between three and five years after subscription.