1. Extent of the guidelines etc.
1.1 These guidelines apply to those people who are part of the executive management of the company for as long as these guidelines are applicable.
1.2 These guidelines apply to agreements entered into after the decision by the annual meeting to adopt these guidelines as well as for any changes made thereafter to existing employment agreements.
1.3 The Board shall be entitled to deviate from these guidelines in individual cases should there be special reason to.
2. General principles
2.1 Principles for remuneration to executive management shall in a short and long term perspectives attract, motivate and create good conditions for retaining competent employees and managers.
To reach this it is important to ensure fairness with and internally balanced conditions whilst also maintaining market competitiveness in structure, extent and level. Employment for executive management shall contain a well-balanced combination of fixed salary, pension benefits and other benefits and special conditions for compensation upon termination of agreements.
It shall be possible to pay variable remuneration.
2.2 The total annual remuneration to executive management shall be determined on the basis that it shall be competitive. The overall level of remuneration shall be reviewed to ensure that it is in line with comparable positions in the relevant market.
The compensation should be based on performance and position.
3. Compensation and reimbursement forms
3.1 ´The Company’s remuneration systems shall contain various forms of compensation in order to create a well-balanced remuneration which strengthens and supports fulfillment of the short-term and long-term goals.
3.2 Fixed salary
Fixed salary shall be individual and based on each individual’s responsibility and role.
3.3 Variable compensation
The CEO and the other senior executives may receive variable compensation if the Board so decides.
Such variable remuneration shall be based on exceptional contributions in relation to defined and measurable targets and maximized in relation to the fixed salary. A decision of variable remuneration shall always be motivated which shall be discussed in the Board of Directors.
As stated above, the outcome of the variable remuneration is based on measurable targets. The Variable remuneration shall be based (i) the fulfillment of the company’s financial ratios, such as profit and cash flow, as well as (ii) the achievement of established individual goals.
Variable remuneration shall not exceed a payment equal to 150 percent of the fixed salary for each senior executive.
3.4 Pensions
Pension benefits for senior executives shall be competitive relative to what generally applies for comparable executives in the market and be premium based pension solutions (Sw. avgiftsbestämda pensionslösningar), the retirement age for senior executives at the age of 65. The provision for pension should be based on the fixed salary only and the pension’s premium payments to be made with the equivalent of 25 percent of the fixed salary.
3.5 Other benefits
Other benefits, such as company car, remuneration for preventive care and health insurance, will constitute a smaller part of total compensation, correspondent to market-levels and contribute to facilitating the executive’s discharge of his duties.
4. Information about remuneration decided upon but not due for payment
Other than fixed salary and running payments of remuneration such as pension contributions and other benefits, there are no decided arrangement wherein variable remuneration payment is due.
5. Terms of notice
The period of notice for senior executive shall be six months and termination from the company, six to twelve months. As for the CEO, a notice period of up to six months’ notice from company shall apply, severance payment shall be maximized to twelve months’ salary.
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Gothenburg in June 2016
Viking Supply Ships AB (publ)
The Board of Directors