Remuneration

Board of Directors’ fees

According to the Limited Liability Companies Act, the Annual General Meeting decides on the fees payable to the members of Relais’ Board of Directors.

For the financial year that ended on 31 December 2021, no fees were paid to the Board members. The Company’s Annual General Meeting decided on 13 April 2022 that no fees should be paid to the members of the Board for their Board or possible committee membership for the financial year that ending on 31 December 2022.

Remuneration of the CEO and the members of the Management Team

The Company’s Board of Directors decides on the remuneration of and terms applicable to the CEO and the other members of the Management Team. The remuneration of the members of the Management Team and the CEO consists of a fixed monthly salary, customary fringe benefits and any applicable incentives.

The pension benefits of the Company’s CEO and the members of the Management Team are determined in accordance with the law and general practice. The Company does not have supplementary pensions or insurance arrangements in place for the CEO or the other members of the Management Team.

The table below sets forth the salaries and fees of the CEO and the other members of the Management Team for the periods indicated.

Termination benefits

Certain members of the Company’s Management Team and other management are entitled to a severance fee. If the service contract of such a person is terminated by the Company, the person is entitled to a severance fee corresponding to a three to six months’ salary in addition to the salary for the notice period, unless the termination of the contract results from a breach of contract by the member of the Management Team in question. 

Incentive plans

The Company’s Management Team is covered by a long-term incentive plan, effective between the years 2021–2025. The purpose of the scheme is to align the interests of Relais’ management with shareholders’ interests and thereby contribute to shareholder value over the long term and reward and commit the Company’s management. Up to 15 people, including the members of the Group’s Management Team, are entitled to participate in the scheme.

The rewards payable under the scheme are paid in cash based on the value of the incentive units included in the scheme. The participants are provided with incentive units without a consideration. The value of each incentive unit is linked to Relais’ share performance during the scheme. The earned rewards are gross amounts subject to applicable withholding tax.

The maximum total number of the incentive units to be paid in cash under the scheme is 258,000. The incentive units provided to the participants are divided into three separate instalments. Any rewards to be paid based on these three instalments will be paid during the first half of 2023, 2024 and 2025.

The starting price of each incentive unit in each of the three incentive unit instalments is the volume-weighted average Share price for the 25 trading days immediately preceding 16 March 2021 in public trading. The closing price of each incentive unit is the volume-weighted average Share price in public trading for the 25 trading days immediately following the date of publication of Relais’ financial statement bulletin for the year immediately preceding the year during which the reward will be paid – that is, for 2022, 2023 and 2024. The starting price of an incentive unit will be reduced by the amount of dividends paid during the time between the periods for determining the starting price and the closing price.

The value of rewards to be paid under the scheme has been limited by setting a maximum value linked to the Company’s share price.

Remuneration Report and Remuneration Policy

Relais will publish a separate Remuneration Report for the first time simultaneously with the 2022 consolidated Financial Statements, approximately in March 2023.

The Remuneration Policy will be presented to the shareholders at the Annual General Meeting to be held in the spring of 2023.