Remuneration

Remuneration to the board of directors

Remunerations to board members elected by the annual general meeting are resolved by the annual general meeting. At the annual general meeting on May 15, 2018 it was resolved that the remuneration for the current term should be kSEK 500 to the chairman of the board, kSEK 250 to the deputy chairman of the board and kSEK 200 to each of the other board members not employed by the company.

The annual general meeting further resolved that a remuneration of kSEK 60 is to be paid to the chairman of the remuneration committee and kSEK 40 to each of the members of the remuneration committee and that a remuneration of kSEK 100 is to be paid to the chairman of the audit committee and kSEK 60 to each of the members of the audit committee. For the financial year 2017 the board members received remuneration as set out in the table below. All amounts in kSEK.

Name Position

Basic salary/fee

Variable remuneration Pension

Total

Wenche Rolfsen 1, 5, Chairman

279

273

Lars Lannfelt 2 Board member

1,552

214

1,765

Pär Gellerfors 3 Board member

1,620

356

1,976

Eugen Steiner 4 Board member

150

150

Ivar Verner 5 Board member

173

173

Hans Ekelund 5 Board member

175

175

Mikael Smedeby 5,6 Board member

131

131

Total remuneration and other benefits  

4,080

570

4,650

1) Wenche Rolfsen is chairman of the board since September 4, 2017.
2) Lars Lannfelt is active in the company at a service level of 40% since September 2017.
3) Pär Gellerfors is employed by the company. He is adjunct to the management team, but he is reported in the table above only in the board.
4) Eugen Steiner is a board member since September 4, 2017.
5) The board fee including social costs invoiced via company.
6) Mikael Smedeby left the board in June 2017.

Remuneration to the CEO and senior management

Remuneration to senior management consists of basic salary/fee, variable remuneration, pension provisions and other benefits. For the fiscal year 2017 the CEO and senior executives received remuneration as set out in the table below. All amounts in kSEK.

Name

Basic salary/fee

Pension Variable remuneration

Total

CEO Gunilla Osswald

2,365

841 417

3,482

Other senior executives (7 persons)1

9,253

1,099 130

10,481

Total remuneration and other benefits

11,476

1,940 547

13,963

1) This amount includes invoiced fees to the amount of kSEK 3,661.

President and CEO Gunilla Osswald received remuneration amounting to SEK 2,223,154 as fixed annual salary and in addition 35% in pension provision. The CEO is covered by the incentive program covering all employees, see below. In 2017 the CEO had variable compensation up to 25% of the annual salary.

Between the company and the CEO there is a termination period of 12 months by the company and 6 months by the CEO. Upon termination by the company there is no work obligation during the notice period, but the CEO should be available to the company as needed.

Group management consists of 9 persons, including the CEO and one board member. Senior executives except for the CEO receive normal market remuneration and individually negotiated premiums for occupational pension, or premiums under the terms of the company’s pension policy. All other employees receive market salaries and premiums are allocated to the occupational pension in accordance with the terms of the company’s pension policy. All employees have a contractual mutual termination period of three months, or according to the employment protection act. For other senior executives the notice period is mutually three months, alternatively the notice period set out in the Employment Protection Act (LAS). Severance pay is not applied. To the board members who are not employees of the company fees have been paid pursuant to the annual general meeting’s decision.

Incentive programs

BioArctic has two incentive programs, covering all permanent employees. One condition for receiving variable remuneration is that the employee has been employed for at least six months at the time when the goal is achieved that is the basis for payment of variable remuneration. The goals are linked to achieved milestone goals in the clinical research programs for the drug candidate BAN2401 for Alzheimer’s disease and BAN0805 for Parkinson’s disease. The potential variable remuneration for the employee amounts to one monthly salary per milestone goal. The variable remuneration is not pensionable. For 2017 has, in addition to variable remuneration to the CEO, variable remuneration been paid to one employee with one monthly salary.

For the financial year 2018 there is a variable remuneration for senior executives. Individually defined targets for each executive can give a maximum of 20-35 percent of the annual salary.

Share related incentive programs and acquisition of shares by board members and senior executives

The company does not have any outstanding securities-backed incentive programs or any other outstanding warrants.

The main shareholders have issued a total of 24,453 call options to certain board members and senior executives in the company, including the CEO, concerning a total of 366,795 of the main shareholders’ B-shares in the company. Pursuant to the option agreement the exercise period (i.e. the period during which the option can be exercised) runs up to and including June 30, 2020. Each call option entitles to the acquisition of 15 B-shares in the company. The exercise price for the warrants is approximately SEK 26.70 per share. In connection with the issue of the options the option holders have paid an option premium corresponding to the market value of the option calculated according to the Black &Scholes model to the main shareholders.

The options are freely negotiable. The agreement, however, includes a right of the main shareholders to repurchase the warrants if the option holder terminates employment or his/her employment or assignment in the company during the term of the options.