| 2023 | 2022 | |||||
|---|---|---|---|---|---|---|
| Average number of employees | Men | Women | Total | Men | Women | Total |
| Sweden | ||||||
| Parent Company | 7 | 5 | 12 | 7 | 7 | 14 |
| Other companies | 163 | 120 | 283 | 167 | 117 | 284 |
| Denmark | 133 | 85 | 218 | 133 | 82 | 215 |
| Finland | 65 | 70 | 135 | 58 | 72 | 130 |
| Norway | 89 | 60 | 149 | 91 | 58 | 149 |
| Ireland | 206 | 123 | 329 | 185 | 129 | 314 |
| Spain | 168 | 92 | 260 | 171 | 88 | 259 |
| UK | 130 | 73 | 203 | 132 | 74 | 206 |
| Germany | 48 | 79 | 127 | 49 | 78 | 127 |
| Other countries | 245 | 287 | 532 | 273 | 281 | 554 |
| Total | 1,254 | 994 | 2,248 | 1,266 | 986 | 2,252 |
| 2023 | 2022 | |||||
| Salaries and remuneration | Senior management | of which variable | Other employees | Senior management | of which variable | Other employees |
| Sweden | ||||||
| Parent Company | 16 | 4 | 9 | 20 | 4 | 9 |
| Other companies | 34 | 0 | 182 | 17 | 0 | 168 |
| Denmark | 14 | 2 | 182 | 14 | 1 | 162 |
| Finland | 6 | 1 | 92 | 6 | 1 | 79 |
| Norway | 13 | 1 | 102 | 13 | 1 | 102 |
| Ireland | 12 | 3 | 207 | 12 | 3 | 169 |
| Spain | 0 | 0 | 150 | 0 | 0 | 130 |
| UK | 4 | 0 | 135 | 2 | 0 | 118 |
| Germany | 6 | 0 | 88 | 7 | 0 | 64 |
| Other countries | 18 | 4 | 354 | 37 | 7 | 287 |
| Total | 123 | 15 | 1,501 | 128 | 17 | 1,288 |
| Group | Parent Company | |||||
| Salaries, remuneration and social security costs | 2023 | 2022 | 2023 | 2022 | ||
| Salaries and other remuneration | 1,624 | 1,415 | 25 | 29 | ||
| Contractually agreed pensions for senior management | 12 | 11 | 3 | 3 | ||
| Contractual pensions to other | 81 | 71 | 2 | 2 | ||
| Other social security costs | 258 | 234 | 10 | 11 | ||
| Total | 1,975 | 1,731 | 40 | 45 | ||
| Group | Parent Company | |||
|---|---|---|---|---|
| Percentage women | 2023-12-31 | 2022-12-31 | 2023-12-31 | 2022-12-31 |
| Board of Directors | 20% | 20% | 50% | 50% |
| Other members of senior management | 35% | 28% | 30% | 40% |
| Senior management are defined as Group Management, the President and Vice President of the Group’s subsidiaries. | ||||
Preparation and decision-making process regarding remuneration to the board, CEO and group management
The guidelines that applied during the financial year 2023 for remuneration to senior executives were decided by the annual general meeting. 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.
Call-options to senior executives
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 programs corresponding to a total of 1,605,800 B shares. Outstanding call options on repurchased shares have during the financial year resulted in an estimated dilutive effect based on the year's average share price of approximately 0.0 percent (0.4). During the financial year, 5,200 options in the 2019/2023 program have been exercised, corresponding to 20,800 B shares.
| Outstanding programmes | Number of warrants | Corresponding number of shares | Percentage of total number of shares | Exercise price | Exercise period | |
|---|---|---|---|---|---|---|
| 2023/2027 | 205,800 | 205,800 | 0.2% | 155.99 | 1 Jun 2026 - 26 Feb 2027 | |
| 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 | |
| Total | 855,800 | 1,605,800 | ||||
| Remuneration and other benefits in 2023 | Basic salary/ Board fees | Variable remuneration¹ | Other benefits | Pension costs | Total | |
|---|---|---|---|---|---|---|
| Chairman of the Board | 0.7 | – | – | – | 0.7 | |
| Other members of the board | 1.9 | – | – | – | 1.9 | |
| Chief Executive Officer | 4.9 | 1.9 | 0.0 | 1.9 | 8.7 | |
| Other senior executives² | 6.6 | 1.8 | 0.3 | 1.6 | 10.3 | |
| Total | 14.1 | 3.7 | 0.3 | 3.5 | 21.6 | |
| ¹ Including remuneration for those senior executives participating in incentive programmes | ||||||
| ² During the year, other members of Group Management consisted of three people. | ||||||
| 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 five people. | ||||||
| Board fees | Position | 2023 | 2022 | |||
|---|---|---|---|---|---|---|
| Johan Sjö | Chairman of the Board | 0.70 | 0.70 | |||
| Håkan Roos | Board member | 0.35 | 0.35 | |||
| Stefan Hedelius | Board member | 0.35 | 0.35 | |||
| Eva Elmstedt | Board member | 0.35 | 0.35 | |||
| Birgit Stattin Norinder | Board member | 0.35 | 0.35 | |||
| Eva Nilsagård | Board member | 0.50 | 0.43 | |||
| Total | 2.60 | 2.53 | ||||
The Board of Directors
The Board fees of SEK 2,600 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 4,942k (1,894) and SEK 1,841k (153) in variable pay. Variable remuneration includes SEK 1,841k regarding the year’s cost for a subsidy for participation in the Group’s incentive programme. Taxable benefits for the CEO totalling SEK 65k (2) 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 2023, a total of SEK 1,856k (154) in pension premiums, determined annually by the remuneration committee, were paid for the CEO.
During the comparison year 2022, the Parent Company's former CEO, Kristina Willgård, received a fixed salary of SEK 5,526k and a variable pay of SEK 0. In addition, taxable benefits amounted to SEK 191k. In 2022, a total of SEK 1,520k in pension premiums, determined annually by the remuneration committee, were paid to 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. During 2023, no such remuneration has been paid. The period of notice is six months from the company's side and six months from the CEO's side. In the case of termination on the initiative of the Company, the CEO is entitled to a severance payment equivalent to nine months' 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 6,571k (9,005) in fixed salaries and SEK 1,827k (2,898) in variable remuneration. Variable remuneration includes SEK 1,827k regarding the year’s cost for a subsidy for participation in the Group’s incentive programme, which was expensed during the 2023 financial year and will be paid in the coming years. Taxable benefits totalling SEK 284k (560) 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 2023, a total of SEK 1,644k (2,093) 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. During 2023, no such compensation has been paid. The period of notice is six to twelve months on the part of the Company and six months on part of the employee. Severance pay is paid corresponding to a maximum of six to twelve months' salary. 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
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.