PROACT IT GROUP AB Introduction
This report describes how the guidelines for remuneration of senior executives of Proact, adopted by the 2020 Annual General Meeting, have been implemented in 2023. The report also includes information on remuneration to Proact's Chief Executive Officer and Deputy Chief Executive Officer and a summary of Proact's outstanding share and share price related schemes. The report has been prepared in accordance with the Swedish Companies Act and the Swedish Corporate Governance Board's Rules on Remuneration of the Board and Executive Management and on Incentive Programmes. Information on the work of the remuneration committee in 2023 can be found in the Annual Report on pages 44-48 in the corporate governance report. Directors' fees are not covered by this report. Such fees are decided annually by the Annual General Meeting and are disclosed in Note 9 of the 2023 Annual Report. Further information on senior executives can also be found in Note 9 of the 2023 Annual Report.
Development in 2023
The Chief Executive Officer summarises the company's overall performance in his report on pages 2-3 of the 2023 Annual Report.
The company's remuneration policy, application, purpose and deviations
One prerequisite for successful implementation of Proact's strategy and safeguarding of its long-term interests, including sustainability aspects, require Proact to be able to recruit and
retain qualified employees. For this, Proact needs to be able to offer competitive remuneration to its employees. Proact's remuneration guidelines make it possible to offer senior executives competitive overall remuneration. According to the guidelines on remuneration, remuneration to senior executives must be in line with market conditions and must comprise the following com- ponents: fixed cash salary, flexible cash remuneration, pension benefits and other benefits. The variable cash reimbursement must be linked to financial and non-financial criteria. These may be involve customised quantitative or qualitative targets. These criteria must be formulated so that they promote Proact's strategy and long-term interests, including sustainability aspects, by maintaining a clear link to the strategy, for example, or promoting the long-term development of the executive.
The guidelines can be found in the Directors' Report in the 2023 Annual Report. In 2023, Proact has complied with the applicable remuneration guidelines adopted by the General Meeting. There have been no deviations from the guidelines, and no deviations from the decision-making process that has to be applied according to the guidelines in order to determine the remuneration. The auditor's opinion on Proact's compliance with the guidelines can be found on the Proact website, www.proact.eu. No compensation has been claimed back. Besides the remuneration covered by the remuneration guide- lines, Proact's Annual General Meetings have made a decision to introduce long-term,share-based incentive schemes.
Total remuneration to the Chief Executive Officer and Deputy Chief Executive Officer in 2023 and 2022, SEK thousands
Fixed remuneration | Performance-related pay 1) | Percentage of | |||||||||||
One-year | Multiyear | fixed remuneration | |||||||||||
Financial | Basic | Other | perfomance- | performance- | Extraordinary | Pension | Total | and performance | |||||
year | salary | benefits 3) | related pay | related pay | items | costs | remuneration | related pay 2) | |||||
Jonas Hasselberg, | 2023 | 4,411 | 42 | 597 | 1,030 | - | 1,330 | 7,410 | 78/22 | ||||
CEO | 2022 | 4,201 | 26 | 1,545 | 0 | - | 1,273 | 7,045 | 78/22 | ||||
Magnus Lönn, | |||||||||||||
Deputy CEO | 2023 4) | 624 | 9 | 210 | 0 | - | 76 | 919 | 77/23 | ||||
- The performance-related pay was earned during the year. Multiannual share-based remuneration is included when it is paid and thus earned
- Pension costs are accounted for as fixed remuneration
- Car benefit and health benefit
- The dep CEO position was established 1 October
Outstanding share and share price-related incentive schemes
Proact has implemented four share incentive schemes (2020/2022, 2021/2023, 2022/2024 and 2023/2025) for the Group executive and key employees. To participate in the share incentive schemes, the Group executive and key employees must have invested in shares (savings shares). The Group executive and key employees may be awarded zero to five share rights (performance shares) per savings share at the end of the 2020/2022, 2021/2023 and 2022/2024 schemes respectively zero to seven share rights (performance shares) per savings share at the end of the 2023/2025 scheme. Performance shares are awarded free of charge and are subject to three-year vesting periods and continued employment. The vesting of performance
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shares requires fulfilment of specific performance conditions. The targets for all active programmes are earnings per share (relative weighting ~33%), net revenues (relative weighting ~33%) and return on capital employed (relative weighting ~33%).
The 2020/2022 incentive programme expired in 2023. Achievement of the programme in 2020 amounted to 98% of the maximum level and resulted in an allocation of 4.92 shares per saving share. For the remaining programmes, a maximum of 501,000 performance shares may be allocated if the schemes meet the conditions, corresponding to 0.45% (2021/2023), 0.45% (2022/2024) and 0.94% (2023/2025) of the shares in the company after dilution.
Remuneration report
Remuneration of the Chief Executive Officer and Deputy Chief Executive Officer in shares
Information 2023 | ||||||||||||||
Opening | Closing | |||||||||||||
Main conditions for the share incentive program | balance | During the year | balance | |||||||||||
Share | ||||||||||||||
End of | rights at | Subject to | ||||||||||||
Name, position | Name of | Performance | Allocation | Vesting | the lock-in | start of | performance | |||||||
of executive | program | period | date | date | period | year | Awarded 1) | Vested | Expired | conditions | ||||
LTI Plan | 4 May | 4 May | ||||||||||||
2020 | 2020-2022 | 6 May 2020 | 2023 | 2023 | 13,500 | -13,281 | -219 | 0 | ||||||
2024 Q1 | 2024 Q1 | |||||||||||||
LTI Plan | reporting | reporting | ||||||||||||
Jonas Hasselberg, | 2021 | 2021-2023 | 5 May 2021 | date | date | 13,500 | 13,500 | |||||||
2025 Q1 | 2025 Q1 | |||||||||||||
CEO | ||||||||||||||
LTI Plan | reporting | reporting | ||||||||||||
2022 | 2022-2024 | 5 May 2022 | date | date | 13,500 | 13,500 | ||||||||
2026 Q1 | 2026 Q1 | |||||||||||||
LTI Plan | reporting | reporting | ||||||||||||
2023 | 2023-2025 | 4 May 2023 | date | date | 28,000 | 28,000 |
40,500 | 28,000 | -13,281 | -219 | 55,000 | ||||||||||
2025 Q1 | 2025 Q1 | |||||||||||||
LTI Plan | reporting | reporting | ||||||||||||
Magnus Lönn, | 2022 | 2022-2024 | 5 May 2022 | date | date | 6,750 | 6,750 | |||||||
Deputy CEO | 2026 Q1 | 2025 Q1 | ||||||||||||
LTI Plan | reporting | reporting | ||||||||||||
2023 | 2023-2025 | 4 May 2023 | date | date | 14,000 | 14,000 | ||||||||
6,750 | 14,000 | 0 | 0 | 20,750 | ||||||||||
- Shares include only share rights in the program, all of which are performance shares. Savings shares invested by the Chief Executive Officer and Deputy Chief Executive Officer himself in order to participate in the program are not included in the table. All shares subject to performance conditions are awarded but unvested and subject to lock-in.
Application and performance of the Chief Executive Officer in the reported financial year
The performance criteria for the Chief Executive Officer's performance -related pay have been chosen in order to implement the company's strategy and encourage actions that are in the long-term interests of the company. The selection of performance criteria has taken into account the strategic objectives and short- and long-term business priorities for 2023.
The non-financial performance criteria also contribute to sustainability and the company's values. The performance criteria for the Deputy Chief Executive Officer's performance-related pay have been chosen correspondingly, but where in 2023 largely related to Business Unit Nordic and Baltics. The table below describes how the criteria for performance-related pay have been applied during the reported financial year.
Comparative information on changes in remuneration and company results
Performance of the Chief Executive Officer and Deputy Chief Executive Officer in the reported financial year: performance-related pay
Description of criteria related to | Relative weighting | A) Measured performance and | |
Name, position of executive | the performance component | of performance criteria, % | B) Actual award/remuneration outcome |
Organic revenues | 40 | A) SEK 4,668 million | |
B) SEK 255 thousand | |||
Jonas Hasselberg, | |||
Earnings before tax | 50 | A) SEK 218 million | |
CEO | B) SEK 145 thousand | ||
eNPS = Employee Net Promoter Score | 10 | A) 31 | |
B) SEK 197 thousand | |||
Organic EBIT Proact Group | 20 | A) SEK 321 million | |
B) SEK 17 thousand | |||
Organic revenue NOBA | 20 | A) SEK 2,567 million | |
B) SEK 53 thousand | |||
Organic EBITA NOBA | 25 | A) SEK 202 million | |
Magnus Lönn, | B) SEK 70 thousand | ||
Deputy CEO | Organic MCS GM NOBA | 10 | A) SEK 37 million |
B) SEK 18 thousand | |||
Total contract value NOBA | 10 | A) SEK 146 million | |
B) SEK 11 thousand | |||
eNPS = Employee Net Promoter Score | 10 | A) 57 | |
B) SEK 42 thousand | |||
Remuneration report 2023 Proact | 3 |
Remuneration report
Performance of the CEO in the reported financial year: share-based incentives
Relative weighting of the perfor- | A) Measured performance and | ||
Name of Director, Position | LTI programme 2020 | mance criteria, % | B) actual award/ remuneration outcome¹) |
Jonas Hasselberg, CEO | Reported revenue | 33 | A) SEK 4,757 million |
B) 1.67 performance shares | |||
Earnings per share | 33 | A) 20.91 SEK | |
B) 1.59 performance shares | |||
Return on Capital Employed | 33 | A) 17.2% | |
B) 1.67 performance shares | |||
1) Number of performance shares allocated per saving share; target fulfillment multiplied by maximum number of performance shares.
Changes in remuneration and company results over the last five reported financial years
Annual change | 2019/2018 | 2020/2019 | 2021/2020 | 2022/2021 | 2023/2022 | 2023 |
Remuneration to the Chief Executive Officer | ||||||
Chief Executive Officer 1) | -4% | 3% | -9% | 33% | 5% | SEK 7,410 thousand |
Deputy Chief Executive Officer | n/a | n/a | SEK 919 thousand | |||
Proact performance | ||||||
EBITA | -33% | 61% | -9% | 59% | -9% | SEK 285.5 million |
Average remuneration per full-time equivalent employed by the company | ||||||
Average remuneration per FTE 2) | 6% | 5% | 1% | 7% | 13% | SEK 1,112 thousand |
- 2018 includes costs for severance pay to the Chief Executive Officer.
- Employees of the Swedish subsidiaries.
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Disclaimer
Proact IT Group AB published this content on 15 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 April 2024 09:02:17 UTC.
