Group management has overall responsibility for operations within the Catella group in accordance with the long-term objectives set by the board of directors of Catella AB.
Work of the management team
The company’s CEO is appointed by the Board. The CEO, alongside the rest of Group management, has overall responsibility for ongoing management of the Group’s operations in accordance with the Board’s instructions and guidelines. The Board of Directors continuously evaluates the CEO’s performance. This matter is addressed in particular at one Board meeting per year, at which no members of Group management are present.
For information about the members of the group management, please refer to the page Group Management.
Guidelines for remuneration to senior executives
The current guidelines for remuneration to senior executives was adopted by the annual general meeting 2025.
The CEO and the other members of the Company's group management from time to time as well as members of the board of directors, to the extent they receive remuneration in addition to remuneration decided by the general meeting, are subject to these guidelines. At the time of the adoption of these guidelines, the group management comprises, in addition to the CEO, the CFO, the Head of Group HR and the Head of Group Legal. The guidelines shall be applied to rem uneration agreed, and amendments to remuneration already agreed, after adoption of the guidelines by the annual general meeting 2025. These guidelines do not apply to remuneration decided by the general meeting.
The guidelines' promotion of the Company's business strategy, long-term interests and sustainability
The Company's business strategy is dependent on the ability to recruit and retain qualified employees. The total remuneration should be on market terms and competitive, which is a prerequisite for the successful implementation of the Company's business strategy and the safeguarding of its long-term interests, including sustainability. Further, the remuneration shall be set in proportion to responsibilities and authority.
Forms of remuneration
Remuneration to the CEO and other members of the Company's group management may consists of base salary, short-term and long-term variable remuneration, pension benefits and other benefits.
Base salary
Base salary is determined by the board of directors and should be on market terms, reflecting the significance of each position for the Company as a whole. The base salary should reflect the executive's area of responsibility, skills, and experience, and require a committed effort at a high professional level.
Short-term variable remuneration
Short-term variable remuneration is decided by the board of directors and shall be based on predetermined financial and non-financial targets. The targets for short-term variable remuneration, such as group-wide financial targets related to e.g. EBIT and/or assets under management (AUM), sustainability targets, and/or individual targets aligned with each executive's area of responsibility, shall be designed to promote the Catella Group's strategy and long-term value creation, and be related to responsibilities and authority. The board of directors may also decide on discretionary targets related to the executive's overall performance during the measurement period. Such discretionary targets shall constitute no more than 50 percent of the total target-based short-term variable remuneration. The assessment of the extent to which the targets have been achieved shall be measured over a one-year period.
The short-term variable remuneration may amount to a maximum of 100 percent of the fixed annual base salary. Additional variable cash remuneration may be paid in extraordinary circumstances, provided that such extraordinary arrangements are within a predetermined time frame and are only made individually either with the aim of recruiting or retaining executives, or as remuneration for extraordinary achievements in addition to the individual's ordinary assignments. Such extraordinary remuneration paid in addition to short-term variable remuneration in accordance with the above may not exceed an amount corresponding to 100 percent of the fixed annual base salary and may not be paid more than once a year per individual. Decisions relating to such remuneration shall be made by the board of directors following preparation by the remuneration committee.
Long-term variable remuneration
Long-term variable remuneration in the form of long-term share-based incentive programs is decided by the general meeting and is thus not covered by these guidelines.
Pension benefits and other benefits
Pension benefits, including healthcare insurance (Sw. sjukförsäkring), shall be based on defined contribution. Variable cash remuneration shall not be pensionable. Pension premiums based on defined contribution shall amount to a maximum of 30 percent of the fixed annual base salary. Other benefits may include life insurance, healthcare insurance, wellness benefits (Sw. friskvård) and lunch. Such benefits may amount to not more than 10 percent of the fixed annual base salary.
Termination of employment
Upon notice of termination of employment by the Company, the notice period shall be a maximum of twelve months, and upon notice of termination by the employee a maximum of six months. Salary and severance pay may in total not exceed 100 percent of the fixed annual base salary.
In addition, remuneration may be paid for potential non-competition undertakings. Such remuneration shall compensate for any loss in income and shall only be payable in so far as the former executive is not entitled to receive severance pay. Remuneration shall be based on the fixed base salary at the time of resignation and may amount to a maximum of 60 percent of the monthly salary at the time of notice of termination of employment and shall be payable during the period the non-competition undertaking applies, which shall not exceed nine months after the end of employment.
The Company is contractually prohibited to reclaim variable remuneration. The Board shall have the possibility, under applicable law or contractual provisions and subject to the restrictions that may apply under law or contract, to in whole or in part reclaim variable remuneration paid on erroneous grounds.
The decision-making process for determining, reviewing and implementing the guidelines
The process for preparing, reviewing and implementing the remuneration guidelines is handled by a separate remuneration committee. After preparation by the remuneration committee, the board of directors shall prepare a proposal for new guidelines at least every four years and present the proposal for resolution at the general meeting. The guidelines shall apply until such time that new guidelines are adopted by the general meeting. The remuneration committee has an advisory (follow-up and evaluation) as well as a preparatory function for decision-making ahead of review and resolution by the board of directors. The chair of the board may be chair of the remuneration committee. Other members of the remuneration committee shall be independent in relation to the Company and management. The remuneration committee holds at least two regular meetings each year, well in advance before regular board meetings to address remuneration matters. All members of the remuneration committee, the CEO and the Head of Group HR shall, if possible, participate in the remuneration committee's meetings (however subject to provisions relating to conflicts of interest under the Swedish Companies Act). Any other individual presenting a matter to the remuneration committee shall participate in the remuneration committee's meetings to the extent the remuneration committee considers it appropriate. Individuals affected by the decisions shall however not attend meetings of the remuneration committee or the board of directors during the period of preparation and decisions regarding the matter.
Salary and employment terms for employees
Each year, the remuneration committee completes an analysis of how the total salary structure and employment terms for the Company's employees compare to the remuneration of the CEO and senior executives. This forms the basis for decisions when evaluating the reasonableness of these guidelines.
Derogation from the guidelines
The board of directors may resolve to derogate from the guidelines, in whole or in part, if in a specific case there is special cause for the derogation and a derogation is necessary to serve the Company's long-term interests, including sustainability, or to ensure the Company's financial viability.
Description of significant changes and how shareholders' opinions have been considered
In relation to the guidelines for remuneration adopted by the annual general meeting 2022, and in addition to editorial and other changes not deemed significant, the guidelines have been supplemented with criteria to be applied for determining base salary and a description of the targets to be applied for short-term variable remuneration. Furthermore, a provision has been introduced allowing the board of directors to decide on discretionary targets for short-term variable remuneration related to the executive's overall performance.
No material opinions on the remuneration guidelines have been presented by shareholders.