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Remuneration of senior executives

Promotion of Moberg Pharma’s business strategy, long-term interests and sustainability
Moberg Pharma’s business strategy includes in-house sales combined with sales through distributors and partners. Product development is performed through proven substances, which reduces time to market, the development cost and the risks compared with traditional drug development.

A condition for the successful implementation of Moberg Pharma’s business strategy and long-term interests, including its sustainability, is that Moberg Pharma is able to continue to recruit and retain qualified employees, the basic principle being that the remuneration system for the senior executives and other employees is market-based and competitive. These guidelines enable the Company to offer the senior executives a competitive total remuneration.

Moberg Pharma has ongoing long-term incentive programs in place that have been resolved by the AGM and therefore are excluded from these guidelines. The performance requirements used to determine the outcome of Moberg Pharma’s long-term incentive programs have a clear connection to the long-term value creation, including its sustainability. The Board of Directors’ proposal for LTIP 2023, which was approved at the 2023 Annual General Meeting, has performance requirements connected to the Company’s operations and targets. The programs also require a vesting period of three years. For more information on these programs, see theAnnual Report Note 7 and Note 19.

Forms of compensation, etc.
Remuneration to senior executives may consist of a fixed salary, variable remuneration, pension and other customary benefits. The Annual General Meeting may in addition - and independently of these guidelines - decide, for example, on share and share price-related remuneration.

Fixed salary
Fixed salary shall be market-based and individually differentiated on the basis of the individual’s role, performance, results and responsibilities. As a rule, fixed salary is adjusted once a year.

Variable salary
Variable salary shall be proportionate to the responsibilities and powers of the individual in question. Variable remuneration is based on the profit for the Company in relation to the targets established by the Board of Directors. These targets shall be designed so as to contribute to Moberg Pharma’s business strategy and long-term interests, including its sustainability. Pensionable salary only consists of base salary. Variable remuneration is generally capped at 25–50% of each executive’s annual base salary. The evaluation of whether the predetermined performance targets have been fulfilled shall be made at the end of the measurement period and be based on the determined financial basis for the relevant period. Variable cash remuneration can be paid after the measurement period has ended or be subject to deferred payment.

Pension and other benefits
The Group Chief Executive Officer has a set pension contribution of 25% of base salary. Other senior executives have a set pension contribution of 17-30% of base salary. Other benefits may, for example, consist of health insurance, telephone benefits, meal benefits and shall be paid to the extent that it is considered to be market-based.

The notice period shall be at least three months in the event of termination on the initiative of the senior executive and in the event of termination by the company between three and twelve months. Severance pay can be paid, but the total compensation and severance pay can never exceed twelve months’ salary.

Consultancy fees to Board members
In cases where Board members perform work in addition to the usual Board work, the Board must in special circumstances be able to decide on additional remuneration in the form of consulting fees.

Salary and terms of employment for employees
In preparing the Board’s proposal for these remuneration guidelines, the salaries and employment terms of the company’s employees have been taken into account by incorporating information on employees’ total remuneration, remuneration components, and the increase and rate of increase in
remuneration over time in the Remuneration Committee’s and Board’s decision when evaluating the reasonableness of the guidelines and the limitations thereof.

Remuneration Committee
The Board’s Remuneration Committee, which consists of all Board members, including the Chairman of the Board and the Chairman of the Remuneration Committee, addresses and prepares remuneration issues for the senior executives.

The Remuneration Committee prepares and drafts proposals for decision on remuneration and terms of employment for the CEO, which are submitted to the Board for decision. The Board annually evaluates the work of the CEO.

Regarding the remuneration and terms of employment of other senior executives, the CEO decides on the basis of the compensation guidelines for senior executives that have been approved by the Annual General Meeting.

The duties of the Remuneration Committee also include preparing the Board’s decisions on proposed compensation guidelines for senior executives. The Board shall prepare proposals for new guidelines at least every four years and submit the proposal for resolution at the Annual General Meeting. The guidelines shall apply until new guidelines have been adopted by the general meeting. The Remuneration Committee shall also monitor and evaluate variable remuneration programs as well as current remuneration structures and remuneration levels in Moberg Pharma. The CEO or other persons in the company’s management are not present during the Board’s consideration of and decisions on remuneration-related matters, insofar as they are personally affected.

Deviation from the guidelines
The Board of Directors shall have the right to temporarily deviate from these guidelines if there are special reasons in an individual case and a deviation is necessary to meet Moberg Pharma’s long-term interests, including its sustainability, or to ensure Moberg Pharma’s financial viability, such as additional variable remuneration. special achievements.