| 2022 | 2021 | |||||
|---|---|---|---|---|---|---|
| Average number of employees | Men | Women | Total | Men | Women | Total |
| Sweden | ||||||
| Parent Company | 7 | 7 | 14 | 6 | 7 | 13 |
| Other companies | 167 | 117 | 284 | 135 | 104 | 239 |
| Denmark | 133 | 82 | 215 | 130 | 77 | 207 |
| Finland | 58 | 72 | 130 | 56 | 72 | 128 |
| Norway | 91 | 58 | 149 | 88 | 51 | 139 |
| Ireland | 185 | 129 | 314 | 154 | 95 | 249 |
| Spain | 171 | 88 | 259 | – | – | – |
| UK | 132 | 74 | 206 | 127 | 71 | 198 |
| Germany | 49 | 78 | 127 | 41 | 65 | 106 |
| Other countries | 273 | 281 | 554 | 246 | 279 | 525 |
| Total | 1,266 | 986 | 2,252 | 983 | 821 | 1,804 |
| 2022 | 2021 | |||||
| Salaries and remuneration | Senior management | of which variable | Other employees | Senior management | of which variable | Other employees |
| Sweden | ||||||
| Parent Company | 20 | 4 | 9 | 22 | 9 | 7 |
| Other companies | 17 | 0 | 168 | 16 | 0 | 139 |
| Denmark | 14 | 1 | 162 | 13 | 2 | 136 |
| Finland | 6 | 1 | 79 | 6 | 2 | 74 |
| Norway | 13 | 1 | 102 | 12 | 1 | 89 |
| Ireland | 12 | 3 | 169 | 8 | 1 | 108 |
| Spain | 0 | 0 | 130 | – | – | – |
| UK | 2 | 0 | 118 | 1 | 0 | 81 |
| Germany | 7 | 0 | 64 | 7 | 2 | 40 |
| Other countries | 37 | 7 | 287 | 27 | 4 | 232 |
| Total | 128 | 17 | 1,288 | 112 | 21 | 906 |
| Group | Parent Company | |||||
| Salaries, remuneration and social security costs | 2022 | 2021 | 2022 | 2021 | ||
| Salaries and other remuneration | 1,415 | 1,017 | 29 | 29 | ||
| Contractually agreed pensions for senior management | 11 | 11 | 3 | 4 | ||
| Contractual pensions to other | 71 | 66 | 2 | 1 | ||
| Other social security costs | 234 | 165 | 11 | 10 | ||
| Total | 1,731 | 1,259 | 45 | 44 | ||
| Group | Parent Company | |||
|---|---|---|---|---|
| Percentage women | 2022-12-31 | 2021-12-31 | 2022-12-31 | 2021-12-31 |
| Board of Directors | 20% | 14% | 50% | 50% |
| Other members of senior management | 28% | 30% | 40% | 40% |
| Senior management are defined as Group Management, the President and Vice President of the Group’s subsidiaries. | ||||
Preparation and decision-making process for remuneration to the Board of Directors, CEO and Group Management
The guidelines applied in the 2022 financial year for remuneration to senior management were decided by the Nomination Committee. The principle for remuneration to the Board of Directors, Chief Executive Officer (CEO) and Group Management is that remuneration should be competitive. The Nomination Committee proposes Board fees to the Annual General Meeting (AGM). Board fees are paid based on a resolution of the AGM. For committee work, remuneration is paid to the Chairman of the audit committee according to the decision of the AGM, to other members no fee is paid for committee work. For remuneration to the CEO, members of Group Management and other members of senior management in the Group, the Board of Directors has appointed a remuneration committee consisting of the Chairman of the Board and one Board member, with the CEO as the reporting member. A fixed salary, variable remuneration and conventional employment benefits as well as pension benefits are paid to the CEO, Group Management and other members of senior management. In addition, incentive programmes apply as described below. The remuneration committee adheres to the guidelines for remuneration to senior management approved by AddLife AB's AGM.
The Group's share-based long-term incentive scheme makes it easier for senior management to acquire shares in the company. The reason for implementation of the long-term incentive scheme is to give management personnel within the AddLife Group the opportunity to learn about and work towards an increase in the value of the Company’s shares through their own investment, thereby achieving greater alignment of interests between them and the Company's shareholders. The purpose of the incentive scheme is also to help senior executives to increase their shareholding in the Company over the long-term. The employees have paid a market-based premium for acquired call options on Class B shares. The option premium in the scheme was calculated by Nordea Bank by applying the established Black & Scholes measurement method. The calculations are based on the following parameters: the exercise price was set at 110 percent of the volume-weighted average price during the measurement period, volatility is based on statistical data derived from historical data, the risk-free interest rate was based on the interest rate for government bonds, maturity and exercise period under the terms of the schemes and dividend according to estimates based on the Group’s dividend policy.
The programme includes a subsidy so that the employee receives the same sum as the option premium paid in the form of cash payment, i.e. salary, after two years, provided that the option owner at this point is still employed within the Group. This subsidy and the associated social security costs are accrued as personnel costs over the vesting period. AddLife has the right, but no obligation to repurchase the options when an employee terminates employment. The holder may exercise the options regardless of continued employment in the Group.
AddLife has a total of four outstanding programmes corresponding to a total of 2,016,500 shares. Outstanding call options during the financial year resulted in an estimated dilutive effect based on the year's average share price of approximately 0.4 percent (0.5). 60,875 options from the 2019/2023 program have been exercised during the financial year, corresponding to 243,500 B-shares.
| Outstanding programmes | Number of warrants | Corresponding number of shares | Percentage of total number of shares | Exercise price | Exercise period | |
|---|---|---|---|---|---|---|
| 2022/2026 | 150,000 | 150,000 | 0.1% | 250.07 | 9 Jun 2025 - 27 Feb 2026 | |
| 2021/2025 | 250,000 | 250,000 | 0.2% | 259.00 | 10 Jun 2024 - 28 Feb 2025 | |
| 2020/2024 | 250,000 | 1,000,000 | 0.9% | 98.40 | 19 Jun 2023 - 28 Feb 2024 | |
| 2019/2023 | 154,125 | 616,500 | 0.5% | 76.60 | 20 Jun 2022 – 28 Feb 2023 | |
| Total | 804,125 | 2,016,500 | ||||
| Remuneration and other benefits in 2022 | Basic salary/ Board fees | Variable remuneration¹ | Other benefits | Pension costs | Total | |
|---|---|---|---|---|---|---|
| Chairman of the Board | 0.7 | – | – | – | 0.7 | |
| Other members of the board | 1.8 | – | – | – | 1.8 | |
| Chief Executive Officer | 1.9 | 0.2 | 0.0 | 0.2 | 2.3 | |
| Former Chief Executive Officer | 5.5 | 0.0 | 0.2 | 1.5 | 7.2 | |
| Other senior executives² | 9.0 | 2.9 | 0.6 | 2.1 | 14.6 | |
| Total | 18.9 | 3.1 | 0.8 | 3.8 | 26.6 | |
| ¹ Including remuneration for those senior executives participating in incentive programmes | ||||||
| ² During the year, other members of Group Management consisted of four people. | ||||||
| Remuneration and other benefits in 2021 | Basic salary/ Board fees | Variable remuneration¹ | Other benefits | Pension costs | Total | |
| Chairman of the Board | 0.7 | – | – | – | 0.7 | |
| Other members of the board | 1.5 | – | – | – | 1.5 | |
| Chief Executive Officer | 5.2 | 3.3 | 0.2 | 1.4 | 10.1 | |
| Other senior executives² | 7.6 | 5.6 | 0.4 | 2.4 | 16.0 | |
| Total | 15.0 | 8.9 | 0.6 | 3.8 | 28.3 | |
| ¹ Including remuneration for those senior executives participating in incentive programmes | ||||||
| ² During the year, other members of Group Management consisted of four people. | ||||||
| Board fees | Position | 2022 | 2021 | |||
|---|---|---|---|---|---|---|
| Johan Sjö | Chairman of the Board | 0.70 | 0.70 | |||
| Håkan Roos | Board member | 0.35 | 0.30 | |||
| Stefan Hedelius | Board member | 0.35 | 0.30 | |||
| Eva Elmstedt | Board member | 0.35 | 0.30 | |||
| Birgit Stattin Norinder | Board member | 0.35 | 0.30 | |||
| Eva Nilsagård | Board member | 0.43 | 0.30 | |||
| Total | 2.53 | 2.20 | ||||
The Board of Directors
The Board fees of SEK 2,525 thousand set by the Nomination Committee are distributed, as per the AGM decision, among those Board Directors who are not employed by the Parent Company.
Parent Company's CEO
Fredrik Dalborg, Parent Company CEO, received a fixed salary of SEK 1,894k (0) and SEK 153k (0) in variable pay. Variable remuneration includes SEK 153k regarding the year’s cost for a subsidy for participation in the Group’s incentive programme. Taxable benefits for the CEO totalling SEK 2k (0) are additional. From age 65, the CEO is covered by a defined contribution pension, the size of which depends on the outcome of pension insurance agreements. In 2022, a total of SEK 154k (0) in pension premiums, determined annually by the remuneration committee, were paid for the CEO.
Kristina Willgård, Parent Company former CEO, received a fixed salary of SEK 5,526k (5,173) and SEK 0k (3,310) in variable pay. Taxable benefits totalling SEK 191k (205) are additional. In 2022, a total of SEK 1,520k (1,467) in pension premiums, were paid for the former CEO.
Variable salary is not pensionable income. Variable remuneration based on Group earnings may amount to 40 percent of fixed salary. Further variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, for the purpose of recruiting or retaining executives, or as remuneration for extraordinary performance beyond the individual’s ordinary tasks. Such remuneration may not exceed an amount corresponding to 50 percent of the fixed annual salary and may not be paid more than once each year per individual. Any resolution on such remuneration shall be made by the Board based on a proposal from the Remuneration Committee. The period of notice is of 12 months on part of the Company and six months on part of the CEO. In the case of termination on the initiative of the Company, the CEO is entitled to a severance payment equivalent to one year's salary in addition to salary during the period of notice. No severance package is payable if the employee terminates the contract.
Other members of Group Management
Other members of Group Management were paid a total of SEK 9,005k (7,622) in fixed salaries and SEK 2,898k (5,632) in variable remuneration. Variable remuneration includes SEK 1,972k regarding the year’s cost for a subsidy for participation in the Group’s incentive programme, which was expensed during the 2022 financial year and will be paid in the coming years. Taxable benefits totalling SEK 560k (350) are additional. Persons in Group Management are covered from age 65 by pension entitlements based on individual agreements. Existing pension schemes consist of defined contribution schemes, in which the pension amount depends on the outcome of pension insurance agreements. During 2022, a total of SEK 2,093k (2,442) in pension premiums was paid for the group ‘Other members of Group Management’. Variable remuneration based on Group earnings may amount to 40 percent of fixed salary. Further variable cash remuneration may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made on an individual basis, for the purpose of recruiting or retaining executives, or as remuneration for extraordinary performance beyond the individual’s ordinary tasks. Such remuneration may not exceed an amount corresponding to 50 percent of the fixed annual salary and may not be paid more than once each year per individual. The period of notice is 12 months on the part of the Company and six months on part of the employee. Severance pay is payable upon termination of employment equivalent to no more than one year's salary. Severance pay is not paid on departure at own request.
Personnel information
The Swedish Annual Accounts Act requires more information than IFRS, including information about the gender of the Board and management. Data on gender distribution refer to the situation at the end of the reporting period. Members of the Board of Directors' are directors, elected by a general meeting, in the Parent Company and in Group companies. Members of senior management' are people in Group Management and Managing Directors at Group companies.