The annual general meeting held on 1 September 2023 resolved to adopt the following guidelines for remuneration to the senior executives.
Guidelines for remuneration to the senior executives
The following guidelines encompass members of Rusta’s group management. The group management refers to the company’s board members, CEO, deputy CEO (as applicable) and other senior executives.[1] After the guidelines have been adopted by the general meeting, the guidelines shall be applied to remuneration agreed upon as well as to amendments of remuneration already agreed upon. The guidelines do not apply to any remuneration resolved upon by the general meeting.
The guidelines’ promoting of Rusta’s business strategy, long-term interests and sustainability
Rusta’s long-term vision is to make Rusta the leading and most trusted low-price retailer in Europe. The long-term vision is centred around what Rusta can offer its customers and Rusta aims to achieve its long-term vision through a combination of, among other things, protecting and strengthening its low-price position by offering its customers the lowest prices on comparable products while ensuring an attractive and pleasant customer shopping experience, building trust among its customers by focusing on quality and sustainability in the optimisation of its product assortment and expanding its store network in a controlled and profitable manner.
A prerequisite for a successful implementation of Rusta’s long-term strategy is that the company is able to recruit and retain qualified senior executives, which is enabled by these guidelines.
Remunerations that are subject to these guidelines shall aim to promote Rusta’s business strategy, sustainability and long-term interests.
Remuneration components as well as other terms and conditions
The total remuneration shall be in line with market conditions and may consist of the following components: fixed cash remuneration, variable cash remuneration, pension benefits and other benefits. In addition to what is determined in the guidelines, the general meeting may resolve on for example share or share price related remunerations.
Variable cash remuneration may not amount to more than 100 per cent of the fixed cash remuneration for the CEO and not more than 50 per cent of the fixed cash remuneration for the other senior executives.
The group management’s pension benefits shall be in line with market conditions in relation to the common practice for comparable executives on the market on which the respective senior executive operates and should be based on defined contribution pension plans or be in line with general pension plans, in Sweden, the applicable ITP plan. Subject to applicable law or mandatory collective agreement provisions, pension benefits may not amount to more than 35 per cent of each senior executive’s gross salary and variable cash remuneration shall not be pensionable.
Other benefits may consist of, for example, healthcare benefits, healthcare insurance and company car benefits. Premiums and other expenses relating to such benefits may not exceed 5 per cent of the fixed cash remuneration for the CEO and not more than 10 per cent of the fixed cash remuneration for the other senior executives.
Termination of employment
The notice period for the CEO shall be not more than 12 months if the employment is terminated by the company and not more than six months if the employment is terminated by the CEO. In addition to paid remuneration during the applicable notice period, any severance pay for the CEO may not exceed an amount corresponding to 12 months fixed cash remuneration.
The notice period for the other senior executives shall not be more than 6 months.[2]
Objectives for awarding variable cash remuneration
Variable cash remuneration shall award the fulfilment of predetermined and measurable objectives that promote the company’s business strategy and long-term interests, including the company’s sustainability policy.
When the performance criteria measurement period for payment of variable cash remuneration has ended, an evaluation of the outcome is made. The board of directors, or the remuneration committee if such a committee is established by the board of directors, is responsible for such evaluation of the CEO’s outcome, while the CEO is responsible for the evaluation of the other senior executives’ outcomes.
Any possibility to reclaim variable cash remuneration is determined by the terms and conditions of the programme applicable at each time.
Salary and terms of employment for employees
In connection with the preparation of the board of directors’ proposal on these remuneration guidelines, salaries and employment terms for the company’s employees have been considered by way of assessing information on the total remuneration to employees, the remuneration’s components as well as the remuneration’s growth and growth rate over time. The information has formed a part of the board of directors’ basis for decision-making when evaluating the reasonableness of the guidelines and the limitations set out in the guidelines.
The decision-making process to determine, review and implement the guidelines
The board of directors shall prepare a proposal for new guidelines at least every four years and submit the proposal to the annual general meeting. The guidelines shall apply until new guidelines are adopted by the general meeting.
The board of directors, or the remuneration committee if such a committee is established by the board of directors, shall also monitor and evaluate programmes for variable remunerations to the company’s executive management and the application of the guidelines in relation to current remuneration levels and structures. Members of the executive management do not participate in the board of directors’ preparations of and decisions regarding remuneration-related matters if they are affected by such matters.
Deviations from the guidelines
The board of directors may temporarily resolve to deviate from the guidelines, in whole or in part, if there in an individual case are special reasons for a deviation and it is necessary to serve the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability.
Remuneration reports
Rusta has not published any remuneration reports yet.
[1] As of the date of these guidelines, the company’s senior executives comprise, in addition to the CEO, Chief Financial Officer, Chief Sales Officer, Chief Marketing Officer, Chief Range Officer, Chief Supply Chain Officer, Chief Business Development Officer, Chief Purchasing Officer and Chief HR Officer.
[2] As of the date of these guidelines, one senior executive, in addition to the CEO, has a notice period of 12 months if the employment is terminated by the company and 6 months if the employment is terminated by the senior executive.