Addnode Group Annual Report 2015 | Page 53

ANNUAL REPORT Notes

NOTE 5 REMUNERATION OF THE BOARD OF DIRECTORS AND SENIOR EXECUTIVES

REMUNERATION AND OTHER BENEFITS IN 2015

Sigrun Hjelmquist , Chairman of the Board 385 — — — — 385 Jan Andersson , director 213 — — — — 213 Kristofer Arwin , director 190 — — — — 190 Dick Hasselström , director 185 — — — — 185 Annika Viklund , director 114 — — — — 114 Thord Wilkne , director 170 — — — — 170 Eva Listi , former board member 70 — — — — 70 Staffan Hanstorp , President 1,959 1,540 112 568 – 1 4,178 Other senior executives ( 7 persons ) 8,897 2,304 349 1,839 – 10 13,379 2 ) Total 12,183 3,844 461 2,407 – 11 18,884

1 )

Pertains to the year ’ s cost for share-based payment under the share-savings programme approved by the Annual General Meeting held on 4 May 2011 . The programme is reported in accordance with IFRS 2 . The share-savings programme expired in 2014 , when it was concluded that the cost for the senior executives was negative in 2014 due to the recognition of slightly excessive costs in previous years . See also the heading “ Share-based payment ” in Note 1 on page 49 and Note 4 on page 52 .

2 )

The amount for 2014 includes salaries , other remuneration and pension costs during notice periods without a work obligation , totalling SEK 806 thousand .

GUIDELINES APPROVED BY THE AGM IN MAY 2015 By senior executives is meant the President of the Parent Company , other members of Group Management , and other senior executives according to the description in the Corporate Governance Report on page 81 . The following guidelines for remuneration and other terms of employment for senior executives were approved by the AGM in May 2015 :

Remuneration of the President of the Parent Company , other members of Group Management , and other senior executives shall normally consist of a fixed salary , variable remuneration , share-based incentive programmes and other customary benefits and pensions . Fixed salary shall be competitive and ensure that Addnode Group is able to recruit competent executives . As a general rule , the fixed salary is reviewed once per year and is to take into account the individual ’ s qualitative performance . In addition to the fixed salary , variable remuneration may be payable . Variable remuneration shall be based on results achieved and / or individually set specific targets . For the President of the Parent Company , the variable cash remuneration shall be based on earnings achieved by the Group . Variable cash remuneration is capped at 12 months ’ salary . For other executives in Group Management as well as other senior executives , variable cash remuneration is capped at six months ’ salary and shall be based primarily on the operation for which the individual is responsible . Share-based incentive programmes shall ensure long-term commitment to the Group ’ s development and promote personal shareholdings in the company .

Pensions shall always be based on defined-contribution solutions in order to generate predictability with respect to the company ’ s future obligations . Pension premiums are payable at a maximum amount of 30 per cent of the individual ’ s current fixed annual salary .

Other remuneration and benefits are to be on market terms and shall support the executive ’ s ability to perform his / her duties . Other benefits pertain primarily to company cars or mileage allowance .

Senior executives ’ employment contracts include stipulations on notice periods . The policy is that employment may be terminated at the request of one party with a notice period of a minimum of six and a maximum of 12 months . During the notice period , unchanged salary , remuneration and benefits shall be payable .

These guidelines shall apply for employment contracts entered into after the AGM and for any amendments to existing conditions . The Board is entitled to deviate from these guidelines only if specific reasons exist in individual cases .

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