Remuneration

Guidelines for salary and other remuneration for senior executives

The following guidelines for salaries and other remuneration for members of the Board of Directors, the CEO and other senior executives have been adopted by the General Meeting of Shareholders at the 2024 Annual General Meeting.

Senior executives refer to members of the Executive Board. The guidelines apply to contracts entered into after the AGM's decision and to any changes made to existing contracts after that date. The guidelines do not apply to remuneration of the Board of Directors decided by the General Meeting or to issues and transfers covered by Chapter 16 of the Companies Act.

The guidelines' promotion of Humana's business strategy, financial target achievement and long-term interests and sustainability

In short, Humana’s business strategy is the following. Everyone is entitled to a good life. In order for the society to be able to meet the increasing and more difficult needs of the Nordic welfare, a diversity of practitioners is required. Humana's ambition is to be the obvious provider of care services for customers, clients and buyers with high quality standards.
The strategy for reaching the ambition each day is based on four objective areas: quality operations, long-term and profitable growth, to be an attractive employer and to be a socially responsible provider.

It is of fundamental importance to Humana and its shareholders that these guidelines, in both a short and long-term perspective, create good conditions to attract and retain competent employees. The purpose of these guidelines is to increase transparency in remuneration issues and through well thought-out remuneration structures create incentives for senior executives to execute strategic plans and to achieve the company’s financial objectives. This will support Humana’s business strategy and long-term interests, including its sustainability. To obtain this purpose it is important to maintain market based and competitive remuneration terms to the senior executives.

Remuneration and forms of remuneration

Remuneration to senior executives should comprise of fixed salary, variable remuneration, pension and other benefits. Furthermore, the Board may prepare and the general meeting resolve, on share and share-price related incentive programmes. The total remuneration must be market based, competitive and reflect the individual's performance and responsibility as well as the group's financial performance.

The various types of remuneration that may be paid out are described below.

Fixed salary

At the maximum outcome of variable remuneration, the fixed remuneration amounts to 63 percent of the total remuneration.

Variable remuneration

he purpose of the variable remuneration is to create incentives for senior executives to deliver good operating results, and to combine the interests of senior executives with the interests of the shareholders.

The variable remuneration may comprise of a short-term and a long-term variable remuneration, which is paid in cash during one or three years. Variable remuneration shall be subject to the fulfilment of defined and measurable objectives. The short-term variable remuneration shall be maximized to 30 percent in relation to the fixed salary and the long-term variable remuneration shall be maximized to 30 percent in relation to the fixed salary.

The objectives for variable remuneration must be related to outcomes of financial objective for the group and business areas, such as measurable quality and sustainability, customer satisfaction, employer satisfaction and important projects and activities. The latter are used to ensure focus on non-financial objectives/activities of certain interest. The objectives must be designed to promote the group's business strategy, sustainability strategy and long-term interests.

The financial objectives are set by the Board in order to ensure that they are in line with the company's business strategy, sustainability strategy and financial objectives.

When the measurement period for the fulfilment of the predetermined objectives for the payment of variable remuneration has been completed, the extent to which the objectives have been met shall be assessed by an overall assessment of the performance. The Remuneration Committee is responsible for the assessment of the group management. As far as the financial objectives are concerned, the assessment shall be based on the most recently published financial information published by Humana.

Humana does not have any deferral periods or according to agreements any possibility to reclaim variable remuneration.

Pension

The main principle is that pension contributions are based on collective bargaining agreement provisions in each geographical market. On entering into new pension agreements, senior executives entitled to pension will have premium defined pension agreements based on fixed salary. Variable remuneration shall be pensionable. Pensioning of senior executives takes place in accordance with the respective country's pension rules. The pension premiums vary for each geographical market and the pension premiums size must comply with collective bargaining agreement provisions. Pension provisions for the CEO can amount to a maximum of 30 percent of the fixed cash salary.

For employments governed by rules other than Swedish, pension benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines.

Other benefits

Other benefits, such as a company car, compensation for health care, health and health insurance, must comprise a minor part of the total compensation such benefits can, combined, amount to a maximum of 10 percent of the fixed annual salary.

For employments governed by rules other than Swedish, other benefits may be duly adjusted for compliance with mandatory rules or established local practice, taking into account, to the extent possible, the overall purpose of these guidelines

Special remuneration

Further variable remuneration payable in cash may be awarded in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and may only be awarded on an individual basis, either for the purpose of recruiting or retaining executives, or as remuneration for extraordinary performance beyond the individual's ordinary tasks. Such remuneration must not exceed an amount corresponding to the individual's annual fixed salary and maximum variable remuneration and shall not be paid more than once a year and per individual. Any resolution on such remuneration could be made by the Compensation Committee.

Remuneration of members of the Board of Directors

In certain cases, Directors elected by the general meeting, should be able to receive fees and other remuneration for work carried out on behalf of Humana, alongside their Board work. Market-based fees approved by the Board, may be payable for such services.

Terms for dismissal, etc.

Severance pay shall, normally, be payable upon dismissal by Humana. Members of the group executive management should normally have a notice period of maximum six months in combination with severance pay corresponding to six months' fixed salary. The notice period for senior executives is six months. For the CEO, upon dismissal on the part of Humana, a notice period of six months and a severance pay of twelve months shall apply. No severance pay shall be paid upon dismissal by the employee. Agreements on severance pay are made separately after resolution made by the Remuneration Committee.

Remuneration and employment conditions for other employees

In the preparation of this proposal for guidelines, remuneration and employment conditions for employees of Humana have been taken into account by including information on the employees' total income, the components of the remuneration and increase and growth rate over time, in the Board's basis of decision when evaluating the reasonableness of the guidelines and appurtenant limitations.

The decision-making process to determine, review and implement the guidelines

The Board has established a Remuneration Committee. The committee's tasks include preparing the Board's decision on proposals for guidelines for senior executives. The Board shall prepare a proposal for new guidelines at least every fourth year and submit it to the general meeting for adoption. The guidelines shall be in force until new guidelines are adopted by the general meeting. The Remuneration Committee shall monitor and evaluate programs for variable remuneration for the company management, the application of the guidelines as well as the current remuneration structures and remuneration levels in the company.

The members of the Remuneration Committee are independent of the company and the company management. The CEO and other members of the company management do not participate in the Board' processing of and resolutions regarding remuneration-related matters in so far as they are affected by such matters. Conflicts of interest are counteracted in all resolutions and any potential conflicts of interest are handled in accordance with the company's framework for governance, consisting out of a code of conduct, policies and guidelines.

Derogation from the guidelines

The Board may temporarily 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 its sustainability, or to ensure the company's financial viability.

Description of material changes to the guideline

The content of the guidelines has been reviewed and adapted to the legal requirements imposed by Directive (EU) 2017/828 of the European Parliament and of the Council amending Directive 2007/36/EC as regards encouragement of the long-term shareholder engagement.

Previously decided remuneration that has not fallen due

At the time of the annual general meeting on 16 May 2024, Humana has no unregulated remunerations, except for ongoing commitments to senior executives in accordance with the remuneration principles described in the annual report.

Remuneration report

The Remuneration report describes how executive remuneration guidelines, adopted by the general meeting 2020, were implemented during the year. The report provides information on the CEO's remuneration and a summary of the company's outstanding, and during the year expired, share and share price-related incentive programs

Remuneration report for Humana AB for the year 2023 Pdf, 177 kB.

Remuneration to the Board of Directors

The 2024 AGM resolved that remuneration for the coming term of office shall be paid in the amount of SEK 775,000 to the Chairman of the Board and SEK 290,000 to the other members elected by the AGM.

The AGM further resolved that remuneration shall be paid in the amount of SEK 145,000 to the Chairman of the Audit Committee and SEK 60,000 to the other members of the Audit Committee and SEK 110,000 to the Chairman and SEK 50,000 to the other members of the Remuneration Committee.

Remuneration to the Board during the AGM year 2023/2024:

• Chairman Anders Nyberg received SEK 725,000 for chairing the Humana board
• Grethe Aasved, Monica Lingegård, Leena Munter-Ollus, Carolina Oscarius Dahl, Ralph Riber and Fredrik Strömholm each received a board fee of SEK 260,000
• The Chairman of the Audit Committee, Fredrik Strömholm, received SEK 120,000. Leena Munter-Ollus, Anders Nyberg and Ralph Riber, members of the Audit Committee, each received SEK 50,000
• The Chairman of the Remuneration Committee, Anders Nyberg, received SEK 90,000. Grethe Aasved, Monica Lingegård and Carolina Oscarius Dahl, members of the Remuneration Committee, each received a fee of SEK 40,000
• In total, remuneration for Board and Committee work during the 2023-2024 AGM year amounted to SEK 2,765,000 (2,505,000)

Remuneration to Group Management

Remuneration to Group Management consists of salary, bonus and pension.

For the 2023 financial year, the CEO and other members of Group Management received salaries and other remuneration as shown in the table below.

Salaries and remuneration to Group Management 2023, SEK thousand

President and CEO
Salaries and other remuneration: 5,224
Bonus: 1,501
Pension:601
Total: 7,326

Other Group Management (ten persons)
Salaries and other remuneration: 17,860
Bonus: 3,728
Pension: 3,116
Total: 24,704

Total Group Management
Salaries and other remuneration: 23,084
Bonus: 5,229
Pension: 3,717
Total: 32,030

Share-based programs

Humana has no ongoing long-term share-based incentive programs for senior executives or other employees.