SKAKO A/S Remuneration report 2023 for SKAKO A/S
SKAKO A/S
Table of contents
1.Management's Statement- Remuneration Report ................................................................................................................................................................................. 3
7. Summary of Board of Directors and Executive Managements share holdings in SKAKO A/S ............................................................................................................... 11
8. Deviations from the Remuneration Policy ............................................................................................................................................................................................ 11
9. Independent Auditor's Report on Remuneration Report ..................................................................................................................................................................... 12
The Board of Directors' responsibility for the remuneration report ................................................................................................................................................. 12
Auditor's independence and quality management ........................................................................................................................................................................... 12
Auditor's responsibility ...................................................................................................................................................................................................................... 12
Conclusion ......................................................................................................................................................................................................................................... 13
Page 2 of 13
CVR no. 36 44 04 14
SKAKO A/S
1. Management's Statement - Remuneration Report
Management's Statement
The Board of Directors has today considered and adopted the Remuneration Report of SKAKO A/S for financial year 2023.
The Remuneration Report is prepared in accordance with section 139 b of the Danish Companies Act.
The Remuneration Report is submitted to the General Meeting for an indicative vote.
The Remuneration Report for 2022 was approved at the general meeting on 19 April 2023, with no additional comments.
The right to reclaim variable remuneration for 2023 has not been used.
Faaborg, 14 March 2024
Board of Directors
Jens Wittrup Willumsen | Lars Tveen |
Chairman | Deputy chairman |
Carsten Krogsgaard Thomsen | Christian Herskind Jørgensen |
Remuneration report 2023 |
Sophie Louise Knauer
Page 3 of 13
CVR no. 36 44 04 14
SKAKO A/S
2. Introduction
In 2023 the Board of Directors (in its role as Remuneration Committee) reviewed the remuneration policy of Executive Management to ensure the framework remains appropriate for our business model and that it supports our future ambitions.
The Board of Directors found that the remuneration policy supports the achievement of SKAKO's strategy.
The remuneration policy sets out the principles and framework for the full remuneration paid to members of the Board of Directors and the Executive Management of SKAKO. Executive Management includes all executives registered with the Danish Business Authority.
The overall objectives of the Remuneration Policy are:
•
Attracting, retaining, and motivating qualified members of the Board of Directors and Executive Management.
•
Ensuring alignment between the interests of the members of the Board of Directors and Executive Management, and those of the shareholders.
•
Promoting the long-term interests and sustainability of SKAKO and supporting SKAKO's strategy in the short and long term.
The remuneration of the Board of Directors is comprised of a fixed fee.
The remuneration of the Executive Management is comprised of the following remuneration components:
•
•
Fixed base salary Pension contributions
•
•
Standard employee benefits, including a company car Cash bonuses (the Short-term Incentive Program (STIP))
•
Share-based payments (the Long-term Incentive and Retention Program (LTIRP))The fixed annual base salary is designed to attract, retain, and motivate qualified individuals with professional and personal competences required to support SKAKO's performance and business strategy. The fixed annual base salary is set to ensure that the total remuneration package is competitive and reasonable compared to relevant benchmarks.
Pension contributions are made to enable members of Executive Management to build up an income for retirement.
Other benefits are added to ensure that overall remuneration is competitive and aligned with local practice. Other benefits comprise of car, phone etc.
Page 4 of 13
CVR no. 36 44 04 14
SKAKO A/S
3. Business performance in 2023 and incentive outcomes
Overall financial performance was good in 2023. Consequently, the Executive Directors has been granted a cash bonus, based on the fulfillment of their agreed targets. Accrual for the cash bonus is included in the annual accounts and will be paid out after the general meeting in April 2024.
This is in line with SKAKO A/S' remuneration policy and fulfills the objectives stated above.
3.1 Performance under the Short-Term Incentive Program (STIP)
Overall financial performance was good in 2023. Consequently, the Executive Directors has been granted a cash bonus, based on the fulfillment of their agreed targets. Accrual for the cash bonus is included in the annual accounts and will be paid out after the general meeting in April 2024.
2023 KPI-evaluation | EBIT (divisions) | EBIT (Group) | Order intake (division) | Aftersales (division) | Recycling revenue (division) | External reporting | Budget preparation | Implemen-tation new tools | Chairmans evaluation | |||||||||
Steffen Kremmer, Managing Director SKAKO Concrete | 40% | Above | 15% | Above | 20% | Aqual to | 15% | Aqual to | 0% | N/A | 0% | N/A | 0% | N/A | 0% | N/A | 10% | Equal to |
Lionel Girieud, Managing Director SKAKO Vibration | 40% | Above | 15% | Above | 20% | Aqual to | 0% | N/A | 15% | Above | 0% | N/A | 0% | N/A | 0% | N/A | 10% | Equal to |
Thomas Pedersen, Group CFO | 40% | Above | 20% | Above | 0% | N/A | 0% | N/A | 0% | N/A | 20% | Equal to | 10% | Equal to | 10% | n/a | 0% | N/A |
Weight
Result
Weight
Result
Weight
Result
Weight
Result
Weight
Result
Weight
Result
Weight
Result
Weight
Result
Weight
Result
This is in line with SKAKO A/S' remuneration policy and fulfills the objectives stated above.
3.2 Performance under the Long-Term Incentive and Retention Program (LTIRP)
Page 5 of 13
CVR no. 36 44 04 14
SKAKO A/S
The LTIRP program currently consists of warrants granted in 2021. The program is tied to exercise share prices of DKK 55.6. With a share price of DKK 103 on 31 December 2023, the program currently hold value to Executive Management.
The 2021 program was introduced in March 2021. No additional warrants have been granted in 2022 or 2023.
This is in line with SKAKO A/S' remuneration policy and fulfills the objectives stated above.
Page 6 of 13
CVR no. 36 44 04 14
SKAKO A/S
4. Remuneration for the Board of Directors
2023 thousand DKK | Board fee | Comittee fee | Special fee | Fee subsidiaries | Other | Total |
Jens Wittrup Willumsen* Lars Tveen** Carsten Krogsgaard Thomsen*** Christian Herskind Jørgensen Sophie Louise Knauer | 500 250 200 200 200 | - - 50 - - | - - - - - | - - - - - | - - 252 - - | 500 250 502 200 200 |
Total | 1.350 | 50 | - | - | 252 | 1.652 |
* Chairman and member of the audit committee ** Deputy chairman *** Chairman of the audit committee
The Board of Directors only receives a fixed fee. The fixed fee amounts to 200 tDKK in 2023 (200 tDKK in 2022).
The chairman of the Board of Directors receives 2.5 times the fixed fee, and the deputy chairman receives 1.25 times the fixed fee. The chairman of the audit committee receives 0.25 times the fixed fee in addition to the fixed fee, while other members of the audit committee receives no fee.
The fee for the Board of Directors and participation in committees was established on the general assembly on 19 April 2023.
The chairman of the audit committee has received a time-based fee for his role in the divestment of selling the concrete division.
This is in line with SKAKO A/S' remuneration policy.
Page 7 of 13
CVR no. 36 44 04 14
SKAKO A/S
5. Remuneration for the Executive Management
Remuneration for members of the Executive Management is proposed by the Chairmanship and approved by the Board of Directors.
The individual remuneration packages are evaluated annually against relevant benchmarks of Danish and other Nordic companies similar to SKAKO in size and complexity.
The remuneration package consists of a fixed annual base salary and variable elements consisting of short (STIP) and long-term incentives (LTIRP). In addition, members of Executive Management receive a pension contribution and other benefits. This remuneration structure is deemed to be resilient in securing successful leadership in SKAKO whilst securing alignment with shareholder expectations.
5.1 Total remuneration for Executive Management:
2023 thousand DKK | Fixed salary | Variable salary | Total | |||||
Base salary | Pension | Other benefits | Total | Cash bonus (STIP) | Share based incentive (LTIRP) | Total | ||
Steffen Kremmer, Managing Director SKAKO Concrete As % of total | 2.100 65% | 277 9% | 110 3% | 2.486 77% | 733 23% | - 0% | 733 23% | 3.219 100% |
Lionel Girieud, Managing Director SKAKO Vibration As % of total | 1.600 65% | 334 14% | 76 3% | 2.010 82% | 435 18% | - 0% | 435 18% | 2.445 100% |
Thomas Pedersen, Group CFO As % of total | 1.380 59% | 143 6% | 103 4% | 1.626 69% | 730 31% | - 0% | 730 31% | 2.356 100% |
Total As % of total | 5.080 63% | 753 9% | 289 4% | 6.122 76% | 1.897 24% | - 0% | 1.897 24% | 8.019 100% |
This is in line with SKAKO A/S' remuneration policy.
Page 8 of 13
CVR no. 36 44 04 14
SKAKO A/S
5.2 Cash bonus (STIP)
Overall financial performance was good in 2023. Consequently, the Executive Directors has been granted a cash bonus, based on the fulfillment of their agreed targets. Accrual for the cash bonus is included in the annual accounts and will be paid out after the general meeting in April 2024.
This is in line with SKAKO A/S' remuneration policy.
5.3 Share based incentives (LTIRP)
Shared based incentives consists of a warrant program.
5.3.1 Warrants programs
The warrants granted in 2021 are vesting in 2024 with exercise period until April 2025. Since a warrant program was started in 2021, no additional warrants have been granted in 2022 or 2023.
Number of warrants 1 Warrants January 2023 GrantedForfeited ExpiredNumber of warrants 31 Exercised December 2023 | Fair value outstanding warrants (tDKK) |
Steffen Kremmer Granted 2021 40.000 0 0 0 0 40.000 | 676 |
Total 40.000 0 0 0 0 40.000 | 676 |
Lionel Girieud Granted 2021 40.000 0 0 0 0 40.000 | 676 |
Total 40.000 0 0 0 0 40.000 | 676 |
Page 9 of 13
CVR no. 36 44 04 14
SKAKO A/S
6. Comparative five-year summary
thousand DKK | 2023 | %-change YoY | 2022 | %-change YoY | 2021 | %-change YoY | 2020 | %-change YoY | 2019 |
Board of Directors | |||||||||
Jens Wittrup Willumsen | 500 | 0% | 500 | 11% | 450 | 13% | 400 | 0% | 400 |
Lars Tveen | 250 | 0% | 250 | 43% | 175 | 17% | 150 | 0% | 150 |
Carsten Krogsgaard Thomsen | 502 | -11% | 565 | 151% | 225 | 13% | 200 | 0% | 200 |
Christian Herskind Jørgensen | 200 | 0% | 200 | -11% | 225 | 13% | 200 | 0% | 200 |
Samuel Waldorph Andreasen (until april 2020) | - | N/A | - | N/A | - | N/A | - | N/A | 150 |
Sophie Louise Knauer (from april 2020) | 200 | 0% | 200 | 14% | 175 | 17% | 150 | N/A | - |
Total Board of Directors | 1.652 | -4% | 1.715 | 37% | 1.250 | 14% | 1.100 | 0% | 1.100 |
Executive management | |||||||||
Lionel Girieud, managing director Vibration | 2.445 | 18% | 2.077 | -17% | 2.500 | 35% | 1.850 | -6% | 1.962 |
Steffen Kremmer, managing director Concrete (from 25 November 2019)* | 3.219 | 13% | 2.853 | -12% | 3.224 | -85% | 2.160 | 0% | 212 |
Søren Pedersen, managing director Concrete (until 25 November 2019)* | - | N/A | - | N/A | - | N/A | - | N/A | 1.703 |
Morten Kofod-Jensen, Group CFO (until October 31 2021) | - | N/A | - | N/A | 1.676 | N/A | - | N/A | - |
Ulrik Damgaard (from October 1, 2021, until June 30, 2022)* | - | N/A | 1.789 | 0% | 361 | N/A | - | N/A | - |
Thomas Pedersen (from September 1, 2022) | 2.356 | 37% | 1.721 | N/A | - | N/A | - | N/A | - |
Total Executive Management* | 8.019 | -5% | 8.440 | 9% | 7.761 | 94% | 4.010 | 3% | 3.877 |
* Percentage change computation is based on an annualised remunerations
thousand DKK | 2023 | %-change YoY | 2022 | %-change YoY | 2021 | %-change YoY | 2020 | %-change YoY | 2019 |
The Group and divisions results | |||||||||
Concrete: | EBIT** | -100% | 11.238 | 85% | 6.078 | 7% | 5.672 | 337% | 1.298 |
After tax | -100% | 7.403 | 65% | 4.474 | 68% | 2.663 | -11% | 2.981 | |
Vibration: | EBIT** | -100% | 23.683 | 37% | 17.319 | 47% | 11.797 | -37% | 18.863 |
After tax | -100% | 16.842 | 39% | 12.137 | 22% | 9.958 | -27% | 13.620 | |
SKAKO A/S | EBIT** | -100% | -5.982 | 89% | -3.161 | 32% | -2.388 | -2% | -2.441 |
After tax | -100% | 827 | -122% | -3.804 | 71% | -2.229 | -9% | -2.441 | |
Group: | EBIT** | -100% | 28.939 | 42% | 20.323 | 34% | 15.169 | -16% | 18.005 |
After tax | 25.074 | 0% | 25.074 | 90% | 13.189 | 21% | 10.859 | -24% | 14.246 |
** After special items
thousand DKK | 2023 | %-change YoY | 2022 | %-change YoY | 2021 | %-change YoY | 2020 | %-change YoY | 2019 |
Average employee remuneration based on FTE | |||||||||
Concrete | -100% | 750 | 6% | 710 | 2% | 699 | -3% | 724 | |
Vibration | -100% | 638 | 13% | 562 | 14% | 494 | -15% | 579 | |
Group*** | -100% | 665 | 5% | 632 | 10% | 577 | -12% | 655 |
Page 10 of 13
CVR no. 36 44 04 14
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
SKAKO A/S published this content on 26 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2024 15:08:15 UTC.
