The remuneration granted to the CEO and the other members of the Executive Committee consists of a mix of a fixed remuneration, an annual variable remuneration based on the outcome of financial and individual performance objectives, a share-based component, a pension and other benefits.
A complete description of the different components of the remuneration package to the Company’s key management is each year presented to the Annual General Meeting.
The base remuneration is an appropriate portion of the total remuneration package and is reviewed each year and may be adjusted based on personal performance, changes in roles and responsibility, the Company’s expected development and local directives in terms of cost of living.
Pension & Retirement
The Company’s retirement age depends on local legislation. Four of the members of the Executive Committee are paid, in addition to the base remuneration, 10% in lieu of participation in a group pension plan. Other Executive Committee members participate in different group pension plans (defined contribution plans or defined benefit plans) (for the CEO see below).
The basis for the annual variable remuneration scheme for 2012 for the Executive Committee is based on group consolidated profitability (75%) and personal performance objectives (25%). The maximum annual variable remuneration for the Executive Committee (other than for the CEO, see below) varies depending on target achievement and may for 2012 amount to between 45% and 100% of annual base remuneration depending on the executive’s role.
For the 2012 – 2014 performance period there will be no equity based performance plan proposed to the Annual General Meeting on April 25th, 2012 but instead an exceptional cash-based variable remuneration plan. Participation includes the same group of executives who have participated in the share based incentive programs. The award opportunity is a cash amount dependent on criteria like market practices, individual performance and the executive’s role. For the members of the Executive Committee the award can vary and be up to 60% of their annual base remuneration. Actual amounts granted to the individuals are dependent on achieving performance targets for the Company’s EPS in 2012. Vested awards must be held for a further two years and are subject to further performance and employment criteria. Once amounts are released to executives after the two year holding period, participants are required to invest 50% of the award, net of taxes, in Company shares to be held until at least the end of 2015.
Share-related Incentive Programmes
The Annual General Meetings in 2009, 2010 and 2011 approved proposals for a long-term share related performance- based incentive programme (“performance based share programmes”) to be offered to executives within Rezidor. All three programmes run for a three year period. The objectives of the performance based share programmes are to offer a competitive remuneration package that helps align executives with shareholder interests; the proportion of remuneration linked to company performance increases and that it encourages executive share ownership. In order to implement the performance based share programmes in a cost efficient and flexible manner, the Board of Directors was authorised by the AGMs to decide on acquisitions or sale of its own shares on the NASDAQ OMX Stockholm exchange. More detailed descriptions of the three performance based share programmes can be found in Note 33 in the Annual Report.