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Annual Report 2009 - Husqvarna Group

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<strong>Report</strong> by the Board of Directors <strong>Husqvarna</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> 39<br />

STI shall be dependent on the position and may amount to<br />

a maximum of 50% of the salary on attainment of the “target”<br />

level and a maximum of 100% of the salary on attainment of<br />

the “stretch” level, which also is the maximum STI.<br />

In the US, the STI component is normally higher and may<br />

amount to a maximum of 100% on attainment of the “target”<br />

level and a maximum of 150% of the salary on attainment of<br />

the “stretch” level.<br />

The Board of Directors shall decide if the full 50/100/150%<br />

shall apply, or if a lower percentage is appropriate.<br />

Long-term incentives<br />

The Board of Directors shall evaluate on a yearly basis whether a<br />

long-term incentive program (e.g. share or share-price based)<br />

shall be proposed to the <strong>Annual</strong> General Meeting.<br />

Pensions and insurance<br />

Pension and disability benefits shall be designed to reflect regulations<br />

and practice in the country of employment, and the value<br />

of the benefits shall match normally accepted levels within the<br />

country. If possible, pension plans shall be defined contribution<br />

plans in accordance with the <strong>Group</strong>’s pension policy.<br />

Other benefits<br />

Other benefits can be provided in accordance with normal<br />

practice in the country where the member of <strong>Group</strong> Management<br />

is employed. However, these benefits shall not constitute<br />

a significant part of total remuneration.<br />

The Nomination Committee’s proposal<br />

The Nomination Committee’s proposal to the <strong>Annual</strong> General<br />

Meeting includes:<br />

• Unchanged number of Board members to be elected by the<br />

AGM (9).<br />

• Re-election of Lars Westerberg, Peggy Bruzelius, Börje<br />

Ekholm, Tom Johnstone, Ulf Lundahl, Anders Moberg,<br />

Robert F. Connolly and Magnus Yngen. Election of Ulla<br />

Litzén as new member. Gun Nilsson has declined re-election.<br />

• Re-election of PricewaterhouseCoopers for the period until<br />

the end of <strong>Annual</strong> General Meeting 2014.<br />

• Re-election of Lars Westerberg as Chairman of the Board,<br />

and proposed Chairman of the AGM.<br />

• Unchanged Board fees totaling SEK 5,345,000, of which<br />

SEK 1,600,000 for the Chairman and SEK 460,000 for other<br />

members not employed by <strong>Husqvarna</strong>.<br />

• Portion of fees to be paid in synthetic shares.<br />

• Unchanged Committee fees, with SEK 100,000 to the<br />

Chairman in the Remuneration Committee and SEK 50,000<br />

to each of the other members. SEK 175,000 to the Chairman<br />

in the Audit Committee and SEK 75,000 each to the other<br />

members.<br />

• Unchanged principles for appointment of Nomination<br />

Committee for AGM 2011.<br />

The full proposal will be included in the notice of the AGM,<br />

and published on <strong>Husqvarna</strong>’s web site, www.husqvarna.com.<br />

Notice of termination and severance pay<br />

Members of <strong>Group</strong> Management shall be offered periods of<br />

notice and levels of severance pay which are in line with<br />

accepted practice in the country where the member is<br />

employed. Members of <strong>Group</strong> Management shall be obliged<br />

not to compete with the company during the notice period.<br />

Based on the circumstances in each case, a non-compete obligation<br />

may with continued payment also apply after the end of<br />

the notice period. Such non-compete obligations shall not<br />

apply for more than 24 months from the end of the notice<br />

period.<br />

Previously determined remuneration which<br />

has not become payable<br />

The principal conditions for remuneration to the <strong>Group</strong><br />

Management in current contracts of employment are given in<br />

Note 24, with references.<br />

Authority for the Board to deviate from the guidelines<br />

If special circumstances exist, the Board of Directors may deviate<br />

from these guidelines. In the event of such a deviation, the<br />

next <strong>Annual</strong> General Meeting shall be informed of the reasons.

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