Guidelines for 2013

Guidelines and Principles on Remuneration for Senior Executives

The following principles and guidelines were approved by the Annual General Meeting on May 13, 2013.

Senior executives covered include the Chief Executive Officer and the other persons in the executive management of Kinnevik (the ”Senior Executives”) as well as
directors of the Board to the extent they are remunerated outside their Directorship. At present the number of Senior Executives amounts to seven individuals.

The objectives of Kinnevik’s remuneration guidelines are to offer competitive remuneration packages to attract, motivate and retain key employees. The aim is to create incentives for the Senior Executives to execute strategic plans and deliver excellent operating results and to align their incentives with the interests of the shareholders.

The remuneration to the Senior Executives shall consist of annual fixed salary, short-term variable remuneration paid in cash (STI), the possibility to participate in a long-term incentive programme (LTI), pension and other customary benefits.

  • The fixed salary is revised each year and based on the executive’s competence and area of responsibility.
  • The STI targets shall be based on performance in relation to established targets. The targets shall be individual and measurable as well as linked to specific performances, processes and transactions. The STI can amount to a maximum of 75 percent of the fixed salary.
  • Long-term incentive programmes shall be linked to certain pre-determined financial and share price related performance criteria and shall ensure long-term commitment to the development of the Company.
  • Other benefits may include a company car, housing benefits for expatriated Senior Executives for a limited period of time as well as other customary benefits. Other benefits shall not constitute a significant part of the total remuneration. The Senior Executives may also be offered health care insurances.
  • The Senior Executives are offered defined contribution pension plans, with premiums amounting to a maximum of 30 percent of the fixed salary that are paid to insurance companies.
  • In the event of notice of termination of employment being served by the Company, the Chief Executive Officer is entitled to salary during a period of a maximum of 18 months and the other Senior Executives are entitled to salary during a period of maximum 12 months.

Board Members, elected at General Meetings, may in certain cases receive a fee for services performed within their respective areas of expertise, outside of their Board duties. Compensation for these services shall be paid at market terms and be approved by the Board.

In special circumstances, the Board may deviate from the above guidelines. In such case, the Board is obligated to give account for the reason for the deviation at the following Annual General Meeting.

For further information regarding the existing guidelines and remuneration for the Senior Executives in respect of 2012, please refer to the 2012 Annual Report, note 29 for the Group.

In accordance with the Swedish Corporate Governance Code, the Remuneration Committee within the Board monitors and evaluates the application of the guidelines for remuneration to the senior executives that the Annual General Meeting has resolved on. The Company's auditor has, in accordance with Ch 8 Sec 54 of the Swedish Companies Act, provided a statement with respect to whether there has been compliance with the applicable guidelines during 2012. The evaluation and the auditor's review has resulted in the conclusion that the guidelines resolved on by the Annual General Meeting have been followed by Kinnevik during 2012.