Proposal by the Board of Directors of Sandvik AB for a resolution on guidelines for the remuneration of senior executives
The Board of Directors proposes that the Annual General Meeting resolve to adopt the following guidelines for the remuneration of senior executives for the period extending until the 2014 Annual General Meeting.
This is a translation of the Swedish original. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
The remuneration of Group Executive Management is to comprise fixed salary, variable salary, pension and other benefits. The total remuneration package should be based on market terms, be competitive and reflect the individual's performance and responsibilities as well as the Group's earnings trend.
The variable salary may comprise short-term incentives in cash and long-term incentives in cash, shares and /or share-based instruments in Sandvik AB. Variable salary in cash is conditional upon the fulfillment of defined and measurable goals and should be maximized in relation to the fixed salary. Long-term incentives in the form of shares and /or share-based instruments in Sandvik AB may be provided through participation in long-term incentive programs approved by the General Meeting. Terms and conditions for variable salary should be designed so that the Board, if exceptional economic circumstances prevail, has the option of limiting or refraining from payment of variable salary if such a measure is considered reasonable.
In specific cases, agreements may be reached regarding one-off remuneration amounts provided that such remuneration does not exceed an amount corresponding to the individual's annual fixed salary and maximum variable salary in cash, and is not paid more than once per year and individual.
Pension benefits should either be defined benefit or defined contribution, or a combination there of. The retirement age for the President is a minimum of 60 and for other members of Group Executive Management the retirement age is a minimum of 62.
Normally, severance payment is made when employment is terminated by Sandvik. Members of Group Executive Management generally have a period of notice of not more than 12 months, in combination with severance pay corresponding to 6–12 months fixed salary. An alternative solution may be applied to the President comprising a period of notice of 24 months and no severance pay. No severance payment will be made when employment is
terminated by the employee.
The Board is to have the right to depart from the guidelines resolved on by the Annual General Meeting if, in an individual case, there are special reasons for this.
The sphere of senior executives encompassed by the guidelines comprises the President and other members of Group Executive Management.
For information concerning the current remuneration ofsenior executives, including ongoing long-term incentive programs, refer to note 3.5 in the Company's Annual Report for 2012.
Departures from the guidelines for the remuneration of senior executives resolved on by the 2012 Annual General Meeting are set forth in Attachment.
Stockholm, January 2013
Sandvik Aktiebolag (publ)
The Board of Directors