Trelleborg details all aspects of remuneration – from guiding principles to breakdowns of remuneration to Group Management and the Board of Directors – in order to ensure a high degree of transparency for shareholders and other interested parties.

Principles for Remuneration

The following are the principles for remuneration of senior executives adopted by the Annual General Meeting:
  • Trelleborg will offer market-based terms of employment that enable the company to recruit, develop and retain senior executives.
  • The remuneration structure shall comprise fixed and variable salary, pension and other remuneration, which together form the individual’s total remuneration package.
  • Trelleborg continuously gathers and evaluates information on market-based remuneration levels for relevant industries and markets.
  • Principles for remuneration may vary depending on local conditions.
  • The remuneration structure will be based on such factors as position, expertise, experience and performance.

Senior executives comprise the President and other members of Group Management. The principles are supplemented by a policy for benefits for senior executives as well as a global Remuneration Policy covering all managers and senior salaried employees. In 2015, total remuneration of Group Management amounted to sek 81,714,000 (76,898,000), including pension premiums, and sek 104,255,000 (97,629,000), including pension premiums.

Annual variable salary
Variable salary is dependent on the achievement of certain performance indicators. The 2015 targets pertained to the Group’s profit before tax and the Group’s operating cash flow, both excluding the effect of structural changes approved by the Board and the profit effect from TrelleborgVibracoustic, as well as global growth. In addition, a minor portion of the annual variable salary of the President and a few senior executives was based on the operating profit in TrelleborgVibracoustic. For the business areas, other operating key figures also served as targets for annual variable salary. Annual variable salary does not constitute pensionable income and does not form the basis of vacation pay. The President’s annual variable salary can be a maximum of 65 percent of fixed salary and for other senior executives a maximum of 25-65 percent of fixed salary.

Other benefits
The President and other senior executives have the possibility of having, primarily, a company car and medical expenses insurance.

The pension agreements comprise defined-contribution schemes. For the President and other senior executives, the premium can vary between 20 and 45 percent of the fixed salary, where this is legally possible. For the president, the premium is computed as 40 percent of the fixed salary. Pensionable age for the President is 65; however, both the company and the President have the right, without special motivation, to request early retirement from the age of 60, with a mutual six-month notice of termination. If the President enters early retirement, the employment agreement and pension agreement are rendered invalid. In the past, some of senior
executives had agreements specifying mutual rights to request early retirement from the age of 60. These agreements have been concluded in 2015, which impacted the pension costs for the year.

Severance pay
For the President, a period of notice of 24 months applies when termination of employment is initiated by the company. The period of notice when termination of employment is initiated by the President is six months. Fixed  salary is payable during the period of notice. Certain senior executives have extended notice of termination periods when initiated by the company, normally 12, 18 or 24 months. The period of notice from the senior executive is six months.

Long-term incentive program

Since 2005, the Board of Directors has annually resolved on a long-term incentive program for the President and for certain senior executives considered to exercise a significant influence on the Trelleborg Group’s earnings per share. These programsare ongoing, three-year programs. The Board determines annually whether to instigate new programs and, if so, the scope, objective and participants of such new programs. The incentive programs are a cash-based supplement to the annual variable salaries, provided that the executive has not terminated his employment as per December 31 in the year in which the program ends.

Taking notes with Trelleborg pen
The incentive programs are directional and have long-term content. The aim is to increase value for the Group’s shareholders by promoting and retaining the commitment of senior executives to the Group’s development.

Target figures
The target figure for the incentive programs is an annual improvement of 10 percent in the Trelleborg Group’s earnings per share. This target excludes the items affecting comparability attributable to the Trelleborg Group and TrelleborgVibracoustic, and the impact of any share buyback programs. The outcome for 2015 was earnings per share of sek 10.39. For the 2013-2015 program, the Board established a target of sek 6.08 for 2013. For the
2014-2016 program, a target of sek 7.94 was established for 2014, with the outcome for 2013 used as a base, and for the 2015-2017 program, a target of sek 9.69 was established for 2015, with the outcome for 2014 used as a base. The upper cap for payments for the 2013-2015 program has been set at 25 percent of the maximum annual variable salary. For the 2014-2016 and 2015-2017 programs, the upper cap for payments has been set at 33.3 percent
of the maximum annual variable salary.

Outcome and payment
The outcome of the programs is calculated annually and accumulated over the three-year period and potential payments are made in the first quarter of the year after the program expires. A payment was made in the first quarter of 2015 for the program approved in 2012. For the program approved for 2013, payment will be made in the first quarter of 2016, for the program approved for 2014, payment will be made in the first quarter of 2017, and for the program approved for 2015, payment will be made in the first quarter of 2018. The payments do not constitute pensionable income and do not form the basis of calculation of vacation pay. In 2015, the Group’s earnings were charged with sek 46,479,000 (34,924,000) and additional payroll overheads of sek 10,675,000 (8,172,000).

Other incentive programs
The Group has no ongoing convertible debenture or warrant programs at the present time.

Remuneration to the Group Management 2015

 SEK 000s   Fixed salary Annual variable salary Incentive-program* Other Benefits Total  Pension Total including pension
 2015  9,772**  5,648  5,609  171  21,200  3,841  25,041








 Group Management, other (10  persons)   2015 33,083  11,844  14,218  1,369  60,514  18,700  79,214 

 2014 32,035 12,390 11,127  1,365  56,917  17,013  73,930 
 Total  2015 42,855  17,492  19,827  1,540  81,714  22,541  104,255 
 Total   2014 41,747 18,045 15,580  1,526  76,898 20,731  97,629 

*) Expensed 2015.
**) Of this amount, fixed salary represented SEK 9,420,000 with the remainder mainly consisting of a change in vacation pay liability.

Total remuneration 

In 2014, total remuneration of Group Management amounted to sek 76,898,000 (75,203,000), excluding pension premiums, and sek 97,629,000 (91,811,000), including pension premiums. 

Remuneration to the Board of Directors

   2015*      2014*  


Board Committee  Total  Board  Committee  Total 
Sören Mellstig   1,300  100  1,400  1,150  100 1,250 
Hans Biörck  475  200  675  435 100  535 
Jan Carlson  475  50  525  435  50  485 
Claes Lindqvist  475  100  575  435 100  535 
Peter Nilsson  -  -  - -
 Anne Mette Olesen  475  -  475  -  -  -
Bo Risberg  475  150  625  435 150  585 
Nina Udnes Tronstad  475  -  475  435 435 
Heléne Vibbleus  475  150  625  435 150  585 
Göran Andersson  -  -  - -
Peter Larsson  -  -  - -
Mikael Nilsson  -  -  - - -
Ingemar Thörn  -  -  - - - 

*Remuneration paid to the Board of Directors for the period May 2015 – April 2016. The fees paid to the members of the Board of Directors elected by the Annual General Meeting are approved by the Annual General Meeting based on the proposals of the Nomination Committee. For the 2015 calender year, remuneration was paid as per Note 3. No consulting fees were paid to Board members. Remuneration is not paid to executive Board members. Remuneration excludes travel allowances.