Annual Report 2012.pdf - Cherry

COMMENTS TO TABLE ON PREVIOUS PAGE:
• Basic salary refers to salary and other benefits, including car and fuel benefits.
• Variable remuneration refers to recognised variable remuneration, which
is based on achieved targets and is paid in 2013.
• Pension expenses refer to the cost that has affected net profit for the year
excluding payroll tax. The chairman and members of the board have not
received any remuneration in addition to the board remuneration in 2012.
• In 2011 the chairman received extra remuneration for extra commitments
concerning current operations to support the CEO.
OPTIONS PROGRAMME
At an extraordinary general meeting on 19 October 2011 the proposal by the
board to introduce an incentive programme for executives and key persons
in the Cherry group was approved. The programme involves an offer to
acquire options at market prices (as per Black & Scholes) for shares in the
B series in Cherry and 455 000 options have been subscribed to. The option
price was SEK 0.93 per option and the redemption price was set to SEK
22.94 per share. Each option entitles the acquisition of one share during the
redemption period 1–30 November 2014.
Changes in the number of outstanding share options and their weighted
average redemption price are as follows:
Average
redemption
price in SEK
per option
2012 2011
Options
(thousands)
Average
redemption
price in SEK
per option
Options
(thousands)
As of 1 January 22.94 455 000 -
Allocated 0 22.94 455 000
As of 31 December 22.94 455 000 22.94 455 000
The weighted average fair value for options allocated in 2011, determined
with the Black-Scholes valuation model, was SEK 17.64 per option. Important
input data in the model included the weighted average share price of
SEK 17.44 on the day of allocation, the above redemption price, volatility of
30 percent, and expected dividend of SEK 3.75, an expected term of 3 years
and an annual risk-free interest of 1.5 percent.
A total of 500 000 options have been issued in the programme for
2011–2014. These were subscribed free of charge by the subsidiary Cherry
Casino Syd AB and the options that were not subscribed, 45 000 options,
are still held by the subsidiary.
LOYALTY
With the objective of motivating executives, the board has decided to issue
remuneration for loyalty to be paid by 1 November 2014 to selected employees
who at the time of payment are still employed in Cherry.
The remuneration can be paid to an amount that net after tax corresponds
to a maximum of SEK 565 thousands including payroll overhead. This remuneration
including payroll overhead is recognised at the rate it is earned
during the period 1 November 2011–31 October 2014.
TERMS OF EMPLOYMENT FOR CEO
The CEO Emil Sunvission is employed until further notice, up to the age of 65.
In addition to a fixed salary the CEO has the opportunity to receive variable
remuneration. The scope of the CEO’s variable remuneration is related
to the achievement of the targets set by the board in this context.
In addition to pension benefits in accordance with the General Insurance
Act (ATP and AFP) the CEO is entitled to an extended pension premium.
Salary on which a pension is based does not include variable remuneration,
company car or other benefits. The pension is a defined contribution. No
agreement exists on the right to an early retirement pension before 65 years
of age. The pension is non-transferable.
If notice is given by Cherry, the CEO is entitled to a term of notice of six
months and severance pay corresponding to 12 months salary. No deduction
will be made from severance pay if a salary is received from another
position. If notice is given by the CEO, the term of notice is six months.
Severance pay will not be paid in this case.
TERMS OF EMPLOYMENT FOR EXECUTIVES
Employment contracts include regulations on remuneration and terms of
notice.
For business area managers and subsidiary managers variable remuneration
in 2012 has a limit of 100 percent of the fixed annual salary, excluding
benefits. Variable remuneration is based on an earning period of one year.
The result is based on to what extent to which an individual achieves set
targets in advance.
The targets are primarily quantitative and are set by the president after
approval by the chairman of the board.
An employee can normally give notice with a term of six months in the
contract. No severance pay is paid in this case. If notice is given by Cherry,
executives are entitled to a term of notice of six months and severance pay
corresponding to 6 months salary. No deduction will be made from severance
pay if a salary is received from another position.
The executive in Sweden is entitled to pensions in accordance with the
ITP system, or equivalent, and to a certain increase in person premiums.
Salary on which a pension is based does not include variable remuneration
or a company car. The total pension premium including extended pensions
does not exceed 10 price base amounts for anyone. No agreement exists on
the right to an early retirement pension before 65 years of age. Pensions
are defined contributions, with the exception of ITP premiums which are
defined benefit plans. Pensions are non-transferable.
For pensions concerning executives on Malta, Cherry’s subsidiaries only
pay salaries and payroll overheads since these persons handle their own
pensions.
Employment contracts normally include a competition clause that is
valid during the term of employment and for an additional 12 to 24 months.
2012 2011
Gender balance in corporate management Number of men Number of women Number of men Number of women
Board 6 - 6 -
Other executives 2 - 2 -
Total parent company 8 0 8 0
Other executives 4 - 4 -
Total group 12 0 12 0
annual report 2012 |
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