The Annual General Meeting on 12 May 2021 has, in accordance with the Board’s proposal, resolved on the following guidelines for remuneration to senior executives, including Board members, the CEO and other members of the executive management pursuant to 9.9 of the Swedish Corporate Governance Code.
The guidelines shall apply to remuneration agreed, and to changes made to already agreed remuneration, after the guidelines have been adopted by the Annual General Meeting. The guidelines do not cover remuneration resolved by the general meeting.
The Board shall have the right to decide to temporarily deviate from, in whole or in part, the guidelines if in an individual case there are special reasons for this and a deviation is necessary to satisfy the company's long-term interests and sustainability or to ensure the company's financial sustainability. If such deviations occur, this shall be reported in the remuneration report before the next Annual General Meeting. The guidelines refer to the period from the Annual General Meeting and are valid until further notice, however no longer than for the period until the Annual General Meeting 2025. However, the Board considers that it will be relevant to prepare a new proposal for guidelines for remuneration at the Annual General Meeting or Extraordinary General Meeting that follows or is held in connection with the acquisition that the company intends to carry out.
The guidelines’ promotion of the company's business strategy, long-term interests, and sustainability
The company is an acquisition company, a so-called Special Purpose Acquisition Company (SPAC), established on the initiative of Creades AB (publ) ("Creades"). The company is intended to be listed on Nasdaq Stockholm within the acquisition company segment and has as a business concept to, with Creades as sponsor, identify a company to invest in within 36 months from the first day of trading on Nasdaq Stockholm. The company has currently no employed senior executives.
The Board considers it to be critical for a successful implementation of the company's business strategy as a SPAC and the promotion of the company's long-term interests, including its sustainability, that the Board has great flexibility to adapt the remuneration depending on the circumstances in connection with a future acquisition of a target company.
Types of remuneration etc
Remuneration and other terms of employments to senior executives shall be in line with market conditions. The total remuneration may consist of basic salary, variable remuneration, pensions and various other benefits.
Fixed basic salary
The fixed salary for senior executives shall be in line with market practice and based on competence, responsibility and performance.
Variable remuneration may be paid to senior executives where the Board considers that it encourages the right behaviours and does not jeopardise long-term value creation. The variable remuneration should reward target-related performance. An outcome shall be related to the fulfilment of the company’s financial targets and other measurable goals that support long-term shareholder value. The measurement period for variable remuneration shall, as a rule, be based on performance over a period of approximately twelve months. Variable remuneration to the respective senior executive may amount to 100 percent of the fixed basic salary and be non-pensionable.
Share or share price-related incentive programmes
The general meeting shall, regardless of these guidelines, be able to decide on share and share price-related incentive programmes for senior executives. An incentive programme shall aim to improve the participants’ commitment to the company’s development and be implemented on market terms.
Pension and other benefits
The terms and conditions of senior executives’ pensions must be based on defined contribution pension solutions.
The non-monetary benefits of senior executives must facilitate the work performance of senior executives and correspond to what can be considered reasonable in relation to market practice in the market where each senior executive is active.
Notice period and severance pay
Upon termination of the employment, the notice period may not exceed twelve months. Fixed cash salary during the notice period and severance pay may not, in aggregate, exceed an amount corresponding to the fixed cash salary for eighteen months for the CEO and twelve months for other senior executives. In the event of termination by the executive, the notice period may not exceed six months, without the right to severance pay.
Salary and terms of employment
As stated above, the company currently has no employed senior executives. In preparing the Board’s proposed guidelines for remuneration to senior executives, salaries and other terms of employment have thus not been considered.
Remuneration to the Board, in addition to Board fees decided by the general meeting
Board members elected by the general meeting shall in special cases be able to receive fees and other compensation for work performed on behalf of the company, alongside the work of the board. Remuneration in line with market conditions shall be able to be paid for such services, subject to approval by the board. These guidelines shall be applied on such remuneration.
The decision process
The Board shall draw up new guidelines when there is a need for substantial changes to the guidelines, however at least every four years. The Board considers that it will in any case be relevant to establish a new proposal for remuneration guidelines at the Annual General Meeting or extraordinary general meeting that follows or is held in connection with the company acquisition that the company intends to execute. The Board has not established a remuneration committee, but the entire Board shall fulfil the tasks of the remuneration committee. Any Board member who is part of the executive management may not participate in the work due to the independence requirements under the Swedish Corporate Governance Code.
The Board shall, inter alia, follow and evaluate the application of the guidelines for remuneration to senior executives resolved by the Annual General Meeting. The CEO and other members of the executive management shall not participate in the Board’s processing of and resolutions regarding remuneration-related matters to the extent they are affected by such matters.
If the general meeting resolves not to adopt a proposal for guidelines, the Board shall submit a new proposal no later than before the following Annual General Meeting. In such cases, compensation shall be paid in accordance with the guidelines that already apply or, if such do not exist, in accordance with the company's practice.
In the preparation of these matters, external advice is used when deemed necessary.