The Remuneration Committee’s role is primarily to prepare matters regarding remuneration and other terms of employment for the CEO and senior executives. The Remuneration Committee shall also monitor and evaluate ongoing and completed programs for variable remuneration to the Company’s management and to monitor and evaluate the implementation of the guidelines for remuneration to senior executives which the annual general meeting has adopted.
After the annual general meeting in 2021, until the next annual general meeting, the Remuneration Committee has been composed of Carl Borrebaeck and Ann-Christine Sundell (Chairman).
Remuneration report for Immunovia’s Annual General Meeting 2023
Guidelines for determining remuneration to the management team adopted at the Annual General Meeting on May 6, 2021.
The remuneration of the management team of Immunovia AB (publ), org. No. 556730-4299, (the “Company”) should consist of basic salary, potential variable salary, other customary benefits, and pension. Total annual compensation should be on market terms and competitive on the labor market where the executive is located, and consider individual qualifications and experience, as well as outstanding performance being reflected in total compensation. Basic salary should be reviewed annually. The management team means the Chief Executive Officer and other members of corporate management.
Basic salary and variable salary should relate to the executive’s responsibilities and authority. Variable salary should be payable in cash and/or in shares/share warrants/convertible instruments or other share-based instruments such as synthetic options or staff stock options, and based on outcomes in relation to targets set, and be structured so that community of interests between the executive and the company’s shareholders is achieved. The vesting period, or the period from entering the agreement until shares may be acquired, may not be less than three years. Variable cash payment should not exceed basic salary. The terms and conditions governing variable salary should be structured so that if there are especially severe financial circumstances, the Board is able to limit or withhold variable compensation if such payment is considered unreasonable or irreconcilable with the company’s other responsibilities to its shareholders. For annual bonuses, there should be a facility to limit or withhold variable compensation if the Board of Directors judges that this is justified for other reasons.
If a Board member renders services on behalf of the company in addition to serving on the Board of Directors, consulting fees and other compensation for such work should be payable in accordance with specific decision by the Board of Directors.
As far as possible, pension benefits should be defined contribution. The Chief Executive Officer and other members of the management team should have maximum notice periods of 18 months. Basic salary during the notice period and severance pay should not exceed a total amount corresponding to basic salary for two years.
The Board of Directors of the company should endeavor for all subsidiaries of the group to apply these principles.
The Board of Directors should be entitled to depart from the above guidelines if the Board judges that there are special circumstances justifying this in an individual case.
Matters of salary and other compensation to the Chief Executive Officer and other members in the management team are considered by the remuneration committee and decided by the Board of Directors.
Immunovia has three outstanding warrant schemes comprising 685,650 options with the right to subscribe for 685,650 shares. There is no dilution effect on earnings per share as long as the Group’s earnings are negative.
The warrant schemes are aimed at employees and key personnel in the company. At the time of allotment, all warrants have been valued according to Black & Scholes’ valuation model. A summary of the company’s warrant schemes can be found below.
Alternative cash-based incentive schemes
In countries where the allotment of warrant schemes is not appropriate for various reasons, it has been decided to introduce alternative cash-based incentive schemes for employees and key personnel in the company. The alternative incentive schemes are designed in such a way that their financial effect corresponds to the terms of the corresponding warrant scheme. The total cost to the company for the cash-based incentive schemes is shown in the breakdown below
All warrant schemes are subject to customary recalculation terms in connection with share issues, etc.
Breakdown of outstanding incentive scheme