Introduction
The Remuneration Committee within the Board of Investment AB Kinnevik comprises the Chairman of the Board, Cristina Stenbeck, and the members of the Board Dame Amelia Fawcett, Erik Mitteregger and Wilhelm Klingspor. Wilhelm Klingspor is the Chairman of the Remuneration Committee.
In accordance with the Swedish Corporate Governance Code, the Remuneration Committee has monitored and evaluated programmes for variable remuneration (both on-going and those that have ended during the year), how the guidelines for remuneration to the senior executives adopted at the Annual General Meeting have been applied as well, as the current remuneration structure and levels of remuneration in the Company.
The following is the Board's report of the results of the evaluation.
General information with respect to the remuneration to executive management of Kinnevik
The remuneration to the executive management have during 2012 consisted of fixed salary, variable salary, as well as the possibility to participate in long-term incentive programmes, pensions and other customary benefits. These components shall create a well-balanced remuneration which reflects individual performance and offers a competitive remuneration package adjusted to conditions on the market.
Variable remuneration to the executive management
The maximum outcome for variable salary paid in cash during 2012 was 50 percent of the fixed salary and was based on a combination of results achieved and individual performance. Further information on the variable remuneration paid in cash is found in the Annual Report 2012.
Kinnevik offers long-term equity-based incentive programmes for executive management and other key employees in Kinnevik. The long-term incentive programmes are performance-based and require the participant to own shares and remain in the employment of Kinnevik. Further information on the long-term incentive programmes such as outcome, participation ratio, number of issued and outstanding instruments etc. is found in the Annual Report 2012 and on the Company's website at www.kinnevik.se.
Evaluation of programmes for variable remuneration
The development of the programmes for variable remuneration is evaluated by the Remuneration Committee on a continuous basis throughout the year, and the programmes' expected outcome are reported to the Board and discussed at Board meetings. The Remuneration Committee also monitors to what extent the executive management and other key employees participate in the programmes. The evaluation of the programmes for variable remuneration has shown that:
- the programmes are well in line with the shareholders' interests;
- the programmes are considered to be important to help attract, motivate and retain the competence needed in the executive management;
- long-term share-related incentive programmes have a positive effect on Kinnevik Group's development and thus are beneficial for both Kinnevik and its shareholders; and
- future long-term incentive programmes shall also be share-related as well as performancebased and require a personal investment in Kinnevik shares by the participant.
Evaluation of the guidelines for remuneration to the senior executives and the current remuneration structure and levels of remuneration in Kinnevik
The evaluation, and the review of the external auditor, has resulted in the conclusion that the guidelines for remuneration for senior executives that the 2011 and 2012 Annual General Meetings established have been applied on such remuneration in the Company during the year.
The Board of Director's view is that the remuneration to the CEO and the other members in the executive management strikes an appropriate balance between motivating the members of the executive management and achieving a well-balanced competitive compensation that aligns the members' incentives with the interests of Kinnevik and the shareholders.
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Stockholm, April 2013
INVESTMENT AB KINNEVIK (PUBL)
THE BOARD OF DIRECTORS