These guidelines encompass the individuals who are members of the company management of Eolus Vind AB (publ) (“Eolus”). These individuals are currently the CEO, Deputy CEO/Chief Operating Officer, CFO, General Counsel and Head of Project Delivery.
To the extent that a Board member performs work for Eolus alongside their Board duties, these guidelines shall also apply to any remuneration (such as consultancy fees) for such work.
The guidelines are to be applied to remuneration that is contracted, and changes made to previously contracted remuneration, after the guidelines were adopted by the 2021 Annual General Meeting. The guidelines do not encompass remuneration resolved by the General Meeting.
In brief, Eolus’s business strategy is for the company, by establishing turnkey facilities for renewable energy and energy storage, to create value at all levels of project development, establishment and operation of such facilities, and to offer attractive and competitive investment opportunities to both local and international investors. For more information about the company’s business strategy, see Eolus’s most recent annual report.
Successful implementation of the company’s business strategy and safeguarding of its long-term interests, including its sustainability, require the company to recruit and retain a highly skilled management team with the capacity to achieve set targets. In order to do so, the company must offer competitive remuneration. These guidelines allow senior executives to be offered competitive overall remuneration. Variable cash remuneration encompassed by these guidelines is to be based on criteria aimed at advancing the company’s business strategy and long-term interests, including its sustainability.
Remuneration is to be market-based and competitive and may comprise the following components: fixed cash salary, variable cash remuneration, pension benefits and other benefits. The level of remuneration for individual executives is to be based on such factors as position, expertise, experience and performance. In addition, the General Meeting can, irrespective of these guidelines, resolve on share-based and share-price-based remuneration, for example.
If the fulfilment of criteria for the payment of variable cash remuneration is measured over a period of one year, the annual variable cash remuneration may amount to a maximum of five monthly salaries for the CEO, a maximum of four monthly salaries for the Deputy CEO and a maximum of three monthly salaries for other senior executives. If the fulfilment of criteria for the payment of variable cash remuneration is measured over a period of several years, the variable cash remuneration relating to such multi-year measurement period may be paid at an amount that in total (i.e. including any variable cash remuneration relating to a one-year measurement period) does not exceed the aggregate annual variable cash remuneration of the respective executive in the financial years included in such multi-year measurement period. Variable remuneration cannot be pensionable, unless otherwise stipulated in mandatory collective agreements.
Pension benefits, including health insurance, are to be defined-contribution, unless the executive is part of a defined-benefit pension according to mandatory collective agreements. The pension premiums for defined-contribution pension plans may amount to a maximum of 30% of pensionable income.
Other benefits may include, for example, life assurance, medical expense insurance and company car benefits. Premiums and other costs associated with such benefits may amount to a maximum of 15% of pensionable income.
For employment conditions subject to non-Swedish regulations, the appropriate adjustments must be made to pension benefits and other benefits to comply with such mandatory regulations or established local practice, while also fulfilling the overall purpose of these guidelines as far as possible.
Senior executives are to be employed on a permanent basis or for a specific period of time. The period of notice for termination of employment is a maximum of 12 months. Severance pay is not paid. The period of notice is a maximum of 12 months if the CEO terminates their employment and six months if other senior executives terminate their employment.
Variable cash remuneration is to be based on predefined and measurable financial and non-financial criteria determined by the Board, such as return on equity, delivery of ongoing projects, order intake and capex reduction. The criteria are to apply for one financial year at a time. By rewarding clear and measurable progress in relation to bonus targets linked to the company’s financial and operational development, these criteria help support and motivate employees to achieve Eolus’s established business strategies, long-term targets and sustainability.
After the end of the measurement period for fulfilment of the criteria for payment of variable cash remuneration, the level of fulfilment of the criteria is assessed and confirmed. The Remuneration Committee is responsible for performing the assessment of variable cash remuneration for the CEO, while the CEO is responsible for the assessment for other senior executives. Fulfilment of financial criteria is to be confirmed based on the most recent financial information published by the company.
In the preparation of the Board’s proposals for these remuneration guidelines, the salary and employment terms of the company’s employees have been considered by including information about total employee remuneration, remuneration components and the increase and rate of increase in remuneration over time in the decision-making data used by the Remuneration Committee and the Board to evaluate the reasonableness of the guidelines and their limitations.
If Board members (including through their wholly owned companies) perform services for Eolus in addition to their Board duties, special fees are paid for such work (consultancy fees), provided that such services contribute to the implementation of Eolus’s business strategy and safeguarding of Eolus’s long-term interests, including its sustainability. The annual consultancy fee for each Board member may never exceed the annual Board fee. The fee is to be market-based and set in relation to the value for Eolus.
The Board has established a Remuneration Committee. The Committee’s duties include preparing the Board’s decisions on proposed guidelines for remuneration of senior executives. The Board is to prepare proposals for new guidelines when significant changes are required and at least once every four years, and the proposal is to be presented for resolution by the Annual General Meeting. These guidelines are to apply until new guidelines are adopted by the General Meeting. The Remuneration Committee is also to monitor and evaluate the variable remuneration programme for company management, the application of the guidelines for remuneration of senior executives as well as relevant remuneration structures and levels at the company. The members of the Remuneration Committee are independent in relation to the company and the company management. The CEO and other members of company management do not participate in the Board’s discussions and decisions on remuneration-related matters that pertain to them.
The Board may decide to temporarily deviate, wholly or partly, from these guidelines if there are special reasons to do so in individual cases and such a deviation is necessary to safeguard the company’s long-term interests, including its sustainability, or to ensure the company’s financial strength. As stated above, the Remuneration Committee’s duties include preparing the Board’s decisions on remuneration matters, including decisions to deviate from these guidelines.
The guidelines were adopted by the Annual General Meeting on 19 May 2021 and apply until the next Annual General Meeting.