The Annual General Meeting 2023 resolved to adopt the following guidelines for remuneration to senior executives to apply until further notice, but no longer than until the 2027 Annual General Meeting.
These guidelines apply to the CEO and other members of Group Management. The guidelines shall apply to remuneration as agreed, and changes that have been made to remuneration that have already been resolved since the adoption of the guidelines at the 2023 Annual General Meeting. The guidelines do not cover remuneration that is resolved by the Annual General Meeting.
The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability
Resurs conducts its operations within banking and insurance distribution, and the operations are divided into two business segments, based on the products and services offered: Payment Solutions (comprising Retail Finance, Credit Cards and Factoring) and Consumer Loans. The company strives to be a responsible enterprise that is run with the purpose of creating value for partners, customers, employees and owners in a long-term and sustainable manner. For more information on Resurs’s business strategy, see www.resursholding.se/en/business-model-and-strategy/.
Successfully safeguarding the company’s long-term interests, including within sustainability, runs on the assumption that the company is able to recruit and retain qualified employees. In order to achieve this, the company must be able to offer competitive remuneration. These guidelines allow for competitive total remuneration to be offered to senior executives.
The company previously established long-term incentive programmes based on warrants. These were resolved by the Annual General Meeting and are therefore not covered by these guidelines. For the same reason, the long-term performance-based share programme that the Board has proposed that the Annual General Meeting 2023 adopt or any future incentive programmes adopted by the Annual General Meeting are also not covered. All incentive programmes presented at the Annual General Meeting must provide a clear connection to the company’s long-term value creation.
Remuneration of senior executives is aimed at promoting the company’s business strategy, long-term interests and sustainability, as well as counteracting unhealthy risktaking. With this as a background, as well as considering the current regulations on systems of remuneration present in banking and insurance operations, the remuneration subject to these guidelines shall not consist of variable remuneration. Resurs has assessed that fixed remuneration, together with long-term incentive programmes that are determined by the Annual General Meeting, create the optimal conditions to allow management to consistently focus on the company’s long-term goals.
Forms of remuneration etc.
Remuneration shall be market-based and consist of the following components: fixed cash salary, pension benefits and other benefits. Additionally, the Annual General Meeting can resolve, for example, on share and share-price-related remuneration as above, which in this case, is not subject to these guidelines.
For the CEO, pension benefits, including health insurance, shall be defined contribution. The pension premiums for defined contribution pensions shall not exceed 35 per cent of the fixed annual cash salary of the CEO. For other senior executives, pension benefits, including health insurance, shall be defined contribution unless the executive is covered by a defined benefit pension in accordance with mandatory collective agreements. The pension premiums for defined contribution pensions shall not exceed 30 per cent of the fixed annual cash salary of other senior executives. Other benefits may include life insurance, medical benefits insurance and company car benefit. Such benefits must not exceed 10 per cent of the fixed annual cash salary of other senior executives.
For employment conditions that fall under other regulations than those in Sweden, in reference to pension benefits and other benefits, appropriate adjustments are made to follow mandatory rules or fixed local practices, whereby the general purpose of the guidelines is satisfied as far as possible. The current Group Management is subject to Swedish regulations.
Termination of employment
From the company, the notice period for termination may be at most 12 months for the CEO and at most 12 months for other members of Group Management. From the senior executive, the notice period for termination may be at most six months. No termination benefits are paid.
However, remuneration for potential commitments to restrict competition could be issued. Such remuneration shall, in accordance with the current laws, compensate for potential loss of income as a result of commitments to restrict competition. Remuneration shall be based on the fixed cash salary on the termination date, and be paid during the period that the commitment of the restriction of competition applies.
Salary and terms of employment for employees
In preparing the Board’s proposals for these remuneration guidelines, salary and terms of employment for the company’s employees are taken into account in so far as that information on the employees’ total remuneration, the components of the remuneration and the remuneration’s increase and rate of increase over time comprised a portion of the Remuneration Committee’s and the Board’s basis for decision-making on the evaluation of fairness of the guidelines and any resulting limitations.
Decision making process for ensuring, monitoring and adapting the guidelines
The Board has instituted a Remuneration Committee. The tasks of the Remuneration Committee include preparing the Board’s resolutions on proposals for guidelines concerning remuneration of senior executives. The Board shall prepare proposals for new guidelines at least once every four years, and submit the proposal to be resolved by the Annual General Meeting. The guidelines are to be valid until new guidelines have been adopted by the Annual General Meeting. The Remuneration Committee shall also follow and evaluate the programme for variable remuneration for company management, the application of guidelines for remuneration for senior executives and the relevant remuneration structures and levels in the company. The Remuneration Committee’s members are independent in relation to the company and its management. In the Board’s processing of and decisions on remuneration related issues, the CEO and other individuals in company management are not present in circumstances when they are affected by the issue at hand.
Deviations from the guidelines
The Board may resolve to temporarily deviate from the guidelines partially or entirely should there be grounds to do so in a particular case, and should a deviation be deemed necessary in order to satisfy the company’s long-term interests, including its sustainability, or to guarantee the company’s financial buoyancy. As stated above, it is part of the role of the Remuneration Committee to prepare the Board’s decisions on remuneration issues, which includes decisions on deviations from the guidelines.