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Compensation to management

Compensation to Eniro's management comprises fixed salary, variable salary based on performance targets, longterm incentive programs, and benefits such as pension and insurance.

The Company’s principles on remuneration and other terms of employment for senior management is adopted by the AGM annually. Proposed principles to the AGM 2012 can be found in the Boards' complete proposals to the AGM 2011. The principles described below were valid during 2011.

Basic salary

The fixed salary is based on the individual executive’s area of responsibility, expertise and experience.
In order to, to the extent possible, create a transparent and fair remuneration system, Eniro employs a so called grading system in which all positions in the senior management of the Company are classified according to international standards. This also permits salary comparisons.
For senior managers fixed salaries are frozen 2011 and 2012 except for change of position, promotion etc.

Variable salary

The overriding objectives of the variable salary are to contribute to achieving the business objectives of the Group in the short and long term as well as to build sustainable shareholder value. The objectives shall be determined by the Board of Directors each financial year (beginning January 1, 2012). The objectives shall comprise the financial performance of the Group (revenues, costs and EBITDA), the performance of the relevant functional area (the Eniro-culture, customer satisfaction index etc.) and personal objectives for each of the participants (targets established in the strategic plan).
The variable salary shall be made up of two equal parts – one cash component and one synthetic share component, the latter described further below. For the senior management, including the President and CEO, the variable salary will, depending on the position of the senior manager be as a maximum 70 or 80 percent (the President and CEO 100 percent) of the fixed salary.
The variable salary shall be determined by the Board of Directors based on a yearly evaluation of the individual’s performance in relation to the objectives.
Payments of part of the variable salary shall be conditioned upon that the underlying objectives shall have been achieved on a sustainable basis. The Company shall have the right to claim repayment of variable salary if the payment later is found to have been made based on information which was evidently wrong.
The variable salary shall be paid in one part cash and one part synthetic shares, the parts shall be equally large and amount up to a total of maximum 70 or 80 percent (for the President and CEO 100 percent) of the fixed salary.
The synthetic shares shall be linked to the Eniro share price and cash settlement of the synthetic shares will be deferred for three years. The maximum amount to be paid out for each synthetic share shall be limited to five times the share price at the time of the conversion to synthetic shares. The Board of Directors shall be authorised to make adjustments necessary in order for the financial outcome of the synthetic shares to reflect among other things dividends or changes in the share capital.

Long-term incentive program

At the Annual General Meeting on April 5, 2005, with an adjustment at the Annual General Meeting in April 2006, it was decided to introduce a share savings program for employees in the Eniro Group. This program also includes senior management within the Eniro Group. The program was discontinued in April 2011.

Pension provisions

Eniro’s policy for pension is based on either an Individual Pension Plan ((Sw: ITP plan) or corresponding plan for the respective country) or a premium-based pension plan. In the premium-based plan the premium will constitute a maximum of 35 percent of the fixed salary. Notice periods for termination of employment and severance pay for senior management follow standard practice. If termination is initiated by the Company, a notice period of maximum 12 months applies. In addition to this severance pay is paid for additionally 12 months after the termination of the employment. Other remuneration and benefits, e.g. company car or health insurance benefits, shall be on market terms.