Compensation Committee

The Compensation Committee members are appointed by the Board. Per-Olof Söderberg (Chairman), Karsten Slotte and Jan Söderberg are members of the Compensation Committee.

Work of the Compensation Committee

The Compensation Committee has both an advisory function (follow-up and evaluation) and a preparatory function for decision matters prior to their examination and decision by Ratos’s Board.

The following matters, among others, are handled by the Compensation Committee:

• the CEO’s terms of employment, and terms for management and those directly subordinated to the CEO
• Follow and evaluate variable remuneration programmes for company management
• Matters of principle concerning pension agreements, severance pay, notice periods, bonus/earnings-related remuneration, fees, benefits, etc.
• Prepare matters and decisions relating to the Remuneration for Ratos and the companies, in some cases for decision by the Board and/or the general meeting
• The Board’s proposal to the Annual General Meeting on guidelines for remuneration to senior executives

The Compensation Committee works in accordance with an adopted formal work plan. Normally, early in the autumn, an examination is carried out to see whether there are any major remuneration-related matters of principle to prepare. If such matters exist, they are addressed ahead of a final proposal at the ordinary meetings in December and January. In 2019, the Compensation Committee made a thorough evaluation of Ratos’s remuneration structures and incentive programmes, which resulted in proposals from the committee to leave the structure for variable cash salary for 2019 essentially unchanged and, as in 2018, to propose to the 2019 Annual General Meeting a new long-term incentive programme in the form of a warrants and convertible debenture programme. Prior to the 2020 Annual General Meeting, adjustments were proposed to the remuneration guidelines due to the new rules that entered into force in the area. The Compensation Committee also conducts an annual review of Ratos’s long-term Remuneration, which Ratos’s Board of Directors then submit an account of on the company’s website no later than three weeks before the Annual General Meeting.

During 2019, Per-Olof Söderberg (Chairman of the Board and of the Compensation Committee), Jan Söderberg and Karsten Slotte were members of the Compensation Committee.

The Compensation Committee held eight minuted meetings in 2019 and was in regular contact in between. Ratos’s General Counsel has taken the minutes of the Committee. The Compensation Committee provides continuous oral reports to the Board and submits proposals on matters that require a Board decision. Minutes are made available to all members of the Board. The CEO and other senior executives normally attend the meetings of the committee to present specific matters.

The Compensation Committee also prepares and processes guidelines for the structure of general salary development for the years ahead and conducts an annual review of Ratos's long-term Remuneration, of which Ratos’s Board of Directors then submit an account of no later than three weeks before the Annual General Meeting on the company’s website.