Remuneration guidelines for the CEO and other senior managers
Remuneration issues are considered by the Board of Directors’ Remuneration Committee, and approved by the Board of Directors. The Board of Directors presents proposed guidelines for remunerating senior managers, which the AGM then resolves on. The AGM 2024 adopted the following guidelines for remunerating the CEO and other senior managers.
Scope and applicability of the guidelines
These guidelines include the Company's CEO and the persons who are part of Senzime's management team from time to time. The guidelines also apply to remuneration to the members of the board, to the extent that such remuneration is paid for work for or provided services to the Company outside the scope of their board assignment.
The guidelines apply to remuneration that is agreed, and to amendments to agreed remuneration that are made, after the guidelines have been adopted by the annual general meeting 2023. Transfers of securities and the right to acquire securities from the Company in the future is considered to be remuneration.
The guidelines do not apply to remuneration which is decided or approved by the annual general meeting, such as share-related incentive programs.
Senior executives who maintain a position as a member or deputy on the board of Group companies shall not receive special board remuneration for such position.
These guidelines shall apply until otherwise decided by the general meeting. However, new guidelines shall be presented by the board and adopted by the general meeting at least every fourth year.
Contribution of the guidelines to the company’s business strategy, long-term interests and sustainability
Senzime is a global medical device company driving a technology paradigm shift, with innovative patient monitoring systems targeting a market opportunity valued at over SEK 100 billion in the US and Europe.
Senzime’s vision is a world without anesthesia related and respiratory complications, and our mission is to develop high-technology, innovative solutions that save lives, optimize patient health, reduce complications and healthcare costs.
Senzime delivers innovative products for patient monitoring of neuromuscular function and breathing, typically under and after surgery, and for intensive care. TetraGraph is a system based on EMG technology used in neuromuscular monitoring during surgical procedures. ExSpiron 2Xi is the only non-invasive monitoring system for respiratory volume and minute ventilation for in and out patient care.
A successful implementation of the Company's strategy and the safeguarding of the Company's long-term interests prerequires that the Company can recruit and retain management with good competence and capacity to achieve set goals. This requires that the Company can offer competitive remuneration. These guidelines contribute to the Company's business strategy, long-term interests and sustainability by giving the Company the opportunity to offer senior executives a competitive remuneration.
Forms of compensation
The company’s compensation system should be on market terms and competitive. Compensation may be paid in the form of fixed salary, variable compensation, pension and other benefits.
Fixed salary must be individual for each senior manager and be based on the manager's position, responsibility, competence, experience and performance. The senior manager may be offered the opportunity to change salaries between fixed salary and pension respectively other benefits, provided that it is cost-neutral for the Company.
Variable compensation shall be related to the outcome of the Company's goals and strategies and shall be based on predetermined and measurable criteria designed with the aim of promoting long-term value creation. The proportion of the total remuneration that consists of variable remuneration must be able to vary depending on the position. In the case of the CEO and other senior executives, the variable remuneration may correspond to a maximum of 100 percent of the annual fixed salary. The variable remuneration shall not be pensionable, insofar as nothing else follows from mandatory collective agreement provisions. The board shall be able, in accordance with law or agreement, with the limitations that follow from it, to fully or partially recover variable remuneration paid on incorrect grounds.
Pension benefits shall be premium based, insofar as the executive is not covered by defined-benefit pension in accordance with mandatory collective agreement provisions. The pension premiums for premium based pensions may amount to a maximum of 40 percent of the senior executive's annual fixed salary.
Other benefits may include car benefits, occupational health care, life and health insurance and other similar benefits. Other benefits shall constitute a smaller proportion of the total remuneration and may correspond to a maximum of 10 percent of the senior manager's annual fixed salary.
Consulting fees must be market-based. To the extent that consulting services are performed by a board member of the Company, the board member concerned is not entitled to participate in the board's (or the remuneration committee’s) preparation of issues concerning remuneration for the relevant consulting services.
In addition to and independently of these guidelines, the annual general meeting may decide on share-based payments and the like.