Pandox's annual general meeting 10 April, 2019, resolved to adopt the following guidelines for the remuneration of the members of management.
Remuneration in Pandox should be competitive in comparison to that of similar companies in order to attract, motivate and retain key employees. The purpose is to provide incentives for members of management to execute strategic plans and to deliver good results as well as to align the interests of members of management with the interests of the shareholders.
Total remuneration shall consist of base salary, short-term incentive programs as well as long-term share, share price or performance-based incentive programs (“LTI-programs”), in addition to pension and other customary benefits.
- Base salary depends on the complexity of work and the individual's performance and competence. The salary shall be on market terms and competitive. Salary levels are to be reviewed annually.
- Short-term incentive programs shall be based on company-wide and individual targets. For the CEO in Pandox remuneration from the short-term incentive programs shall amount to not more than six months’ salary and for other members of management in Pandox not more than four months’ salary.
- Vesting periods for LTI-programs shall be at least three years. LTI-programs shall be share, share price, or performance-based. For performance based LTI-programs the principal conditions shall be objectively measurable, be based on relevant result measures and/or sustainability. LTI-programs may be cash settled. LTI-programs shall ensure long term incentives related to Pandox’ development.
- Agreements concerning pensions for members of management shall, wherever possible, be based on fixed premiums and be in accordance with the levels, practice and collective bargaining agreements applicable in the country where the relevant member of management is employed.
- Other benefits may consist of health insurance and other customary benefits. Other benefits shall not be a significant part of the total remuneration.
- In the event of termination of employment by Pandox, the notice period of termination shall be not more than 12 months.
The board of directors may deviate from these guidelines under special circumstances that motivate such deviation.