Remuneration to the Chief Executive Officer and the Executive Management

The annual shareholders' meeting held on April 25, 2016 resolved, in accordance with the proposal by the Board of Directors, to adopt the following guidelines for remuneration for the period until the 2017 annual shareholders' meeting. [¹]

Total Remuneration

The overall principles for remuneration shall be based on the position held, individual performance, performance of the Dometic Group and be competitive in the country of employment. The overall remuneration package may consist of the base salary, variable salary based on short-term annual performance targets, long-term incentives, pension and other benefits, including non-monetary benefits.

 

Base salary and variable salary

Base salary shall be the basis for total remuneration. The salary shall be market relevant and reflect the degree of responsibility involved in the position. The salary levels shall be reviewed annually.

Members of the Group Management shall, in addition to the base salary, dependent on an annual decision by the board of directors, be eligible to variable salary that is based on short-term annual performance targets. The variable salary potential shall be dependent on the position and may for the Chief Executive Officer amount to a maximum of 75% of the base salary and for the Group Management members be within the interval 30-50%, according to individual agreements.

 

Long-term incentive programs

The board of directors may propose that the annual shareholders' meeting resolves to adopt a long-term incentive program (LTI). Such program shall be designed to ensure a long-term commitment to Dometic’s development, be implemented on market terms and have a term of no less than three years. Share related LTI programs shall be approved by the shareholders' meeting.

 

Pensions and insurance

Pension and disability benefits shall reflect regulations and practice in the country of employment. The value of the benefits shall match accepted levels in the country and shall not exceed 30% of the annual base salary. If possible, pension plans shall, in line with the Group remuneration policy, be defined contribution plans. The retirement age is normally 65 years.

 

Other benefits

Other benefits, such as company car, health insurance or similar, may be part of the total remuneration and shall aim to facilitate the Group Management’s duties and correspond to what is considered reasonable in relation to market practice in the country of employment.

 

Notice of termination and severance pay

Members of the Group Management have 6 months’ notice period when notice is given by the employee. If the notice is given by the company between 6-12 months' notice is applied. The Chief Executive Officer has 6 months’ notice by the company, with an additional one year base salary as severance payment. Severance pay shall not form a basis for vacation pay or pension benefits. Local employment and regulations may influence the terms and conditions for notice given by the company.

The Group Management shall be obliged not to compete with the company during the notice period.

 

Authority for the board of directors to deviate from the principles

Under special circumstances, the board of directors may in an individual case deviate from these guidelines. In case of such deviation, the next annual shareholders' meeting shall be informed of the reasons.

 


[1] The principles for remuneration set out in these guidelines shall apply to arrangements entered into following the adoption of the guidelines by the annual shareholders' meeting, as well as to any changes made in existing agreements following the adoption of the guidelines.