| Group (SEK million) |
|
|
|
|
|
|
|
2010 |
2009 |
| Personnel expenses |
|
|
|
|
|
|
|
|
|
| Wages and salaries |
|
|
|
|
|
|
|
1,288 |
1,249 |
| Social security expenses |
|
|
|
|
|
|
|
254 |
231 |
| Pension costs – defined contribution plans |
|
|
|
|
|
|
|
75 |
74 |
| Pension costs – defined benefit plans |
|
|
|
|
|
|
|
8 |
12 |
| Share-based payments |
|
|
|
|
|
|
|
13 |
6 |
| Social security expenses on share-based payments |
|
|
|
|
|
|
|
11 |
14 |
| Total |
|
|
|
|
|
|
|
1,649 |
1,586 |
| |
|
|
|
|
|
|
|
|
|
| (SEK million) |
|
|
|
|
|
|
|
2010 |
2009 |
| Board of Directors, CEO and other senior executives ¹ |
|
|
|
|
|
|
|
147 |
176 |
| of which, variable salary |
|
|
|
|
|
|
|
31 |
37 |
| |
|
|
|
|
|
|
|
|
|
| 1) Includes SEK 3.9 (4.4) million Board fees approved by the Annual General Meeting |
|
| |
|
|
|
|
|
|
|
|
|
| Parent company (SEK million) |
|
|
|
|
|
|
|
2010 |
2009 |
| Board of Directors, CEO and other senior executives |
|
|
|
|
|
|
|
48 |
43 |
| of which, variable salary |
|
|
|
|
|
|
|
12 |
11 |
| Other employees |
|
|
|
|
|
|
|
33 |
57 |
| Total salaries and other remuneration |
|
|
|
|
|
|
|
82 |
100 |
| |
|
|
|
|
|
|
|
|
|
| Social security expenses |
|
|
|
|
|
|
|
26 |
26 |
| of which, pension costs |
|
|
|
|
|
|
|
6 |
7 |
| of which, pension costs CEO |
|
|
|
|
|
|
|
1 |
1 |
| |
|
|
|
|
|
|
|
|
|
| Total salaries in the parent company include remuneration to other senior executives (5 (4) persons) of SEK 22 (20) million, of which variable salary is SEK 6 (5) million. |
| Remuneration to senior executives |
|
| A fee is paid to the Board of Directors in accordance with the ruling of the Annual General Meeting. The remuneration to senior executives are paid in accordance with the guidelines approved of by the Annual General Meeting 2010. |
| The objective of the guidelines is to ensure that MTG can attract, motivate and retain senior executives, within the context of MTG's international peer group consisting of Northern and Eastern European media companies. Remuneration is based on market competitive conditions and which also are aligned with shareholders' interests. Executive Remuneration consists of a fixed and variable salary, as well as the possibility of participating in a long-term incentive programme and pension schemes. These components create a well-balanced remuneration structure which reflects individual performance and responsibility, both short-term and long-term, as well as MTG’s overall performance. |
| Fixed salary Executives’ fixed salaries are competitive and based on each individual Executive’s responsibilities and performance. Variable salary Executives may receive variable remuneration in addition to fixed salaries. The contracted variable remuneration will generally not exceed a maximum of 75 per cent of the fixed annual salary. The variable remuneration shall be based on the performance of Executives in relation to established goals and targets. Other benefits MTG provides other benefits to Executives in accordance with local practice. Other benefits can include, for example, company cars and health care. Housing allowance can also occasionally be granted for defined time periods. Pension Executives are entitled to pension commitments based on those that are customary in the country of employment. Pension commitments will be secured through premiums paid to insurance companies. |
| Notice of termination and severance pay The maximum notice period in any Executive’s contract is twelve months during which time salary payment will continue. The Company does not generally allow any additional contractual severance payments to be agreed although there can be occasional cases where this takes place. Deviations from the guidelines In special circumstances, the Board of Directors may deviate from the above guidelines, for example, with the payment of additional variable remuneration in the case of exceptional performance. In such cases the Board of Directors is obliged to explain the reason for the deviation at the following Annual General Meeting. |
| Senior executives include segment managers, the Chief Operating Officer, the Chief Financial Officer, Chiefs of Staff and Head of Administration. The Executive Management is found on pages 48-51. Martin Lewerth joined the Executive Management group in January 2010. Marc Zagar joined the Executive Management group in September 2010. The related salary for the latter is therefore included from that date in the figures below. |
| The maximum notice period in any Executive's contract is twelve months during which time salary payment will continue. The Chief Executive Officer is entitled to receive a severance payment equivalent to one month's basic salary per year of service in the Group if he complies with certain conditions. |
| Remuneration and other benefits 2010 |
|
| (SEK thousand) |
|
|
Base fee |
Base salary |
Variable remuneration |
Other benefits |
Pension costs |
Other remuneration |
Total |
| David Chance, Chairman of the Board |
|
|
1,125 |
|
|
|
|
102 |
1,227 |
| Mia Brunell Livfors |
|
|
425 |
|
|
|
|
|
425 |
| Simon Duffy |
|
|
600 |
|
|
|
|
|
600 |
| Alexander Izosimov |
|
|
475 |
|
|
|
|
|
475 |
| Michael Lynton |
|
|
475 |
|
|
|
|
|
475 |
| David Marcus |
|
|
450 |
|
|
|
|
|
450 |
| Cristina Stenbeck |
|
|
400 |
|
|
|
|
|
400 |
| Hans-Holger Albrecht, CEO |
|
|
- |
12,874 |
7,789 |
220 |
990 |
- |
21,873 |
| Executive managers (11 persons) |
|
- |
33,656 |
12,841 |
597 |
2,487 |
- |
49,581 |
| Total |
|
|
3,950 |
46,530 |
20,630 |
817 |
3,477 |
102 |
75,506 |
| |
|
|
|
|
|
|
|
|
|
| The 2010 amounts disclosed for the executive managers relate to the full year, although part of the year for one of the executive managers. The numbers include variable salary remuneration incurred to be paid after the year end for the Chief Executive Officer of SEK 4.3 (3.3) million. In addition, non-cash share based incentive programme costs calculated in accordance with IFRS 2 amounted to SEK 2 million for the CEO and SEK 6 million for other executive managers. |
| Remuneration and other benefits 2009 |
|
| (SEK thousand) |
|
|
Base fee |
Base salary |
Variable remuneration |
Other benefits |
Pension costs |
Other remuneration |
Total |
| David Chance, Chairman of the Board |
|
|
1,125 |
|
|
|
|
252 |
1,377 |
| Asger Aamund |
|
|
425 |
|
|
|
|
|
425 |
| Mia Brunell Livfors |
|
|
425 |
|
|
|
|
|
425 |
| Simon Duffy |
|
|
600 |
|
|
|
|
|
600 |
| Alexander Izosimov |
|
|
475 |
|
|
|
|
|
475 |
| Michael Lynton |
|
|
475 |
|
|
|
|
|
475 |
| David Marcus |
|
|
450 |
|
|
|
|
|
450 |
| Cristina Stenbeck |
|
|
400 |
|
|
|
|
|
400 |
| Hans-Holger Albrecht, CEO |
|
|
- |
13,721 |
5,908 |
315 |
1,287 |
- |
21,231 |
| Executive managers (9 persons) |
|
|
- |
31,586 |
11,829 |
1,278 |
2,058 |
- |
46,751 |
| Total |
|
|
4,375 |
45,307 |
17,737 |
1,593 |
3,345 |
252 |
72,609 |
| |
|
|
|
|
|
|
|
|
|
| During 2009, the Group has applied a salary freeze for all senior executives. The 2009 amounts disclosed relate to the full year. The numbers include variable salary remuneration incurred to be paid after the year end for the Chief Executive Officer of SEK 3.3 (2.2) million. In addition, non-cash share based incentive programme costs calculated in accordance with IFRS 2 amounted to SEK 5.4 million for the CEO and SEK 10.1 million for other executive managers. |
| David Chance has, further to the board fee in MTG, also received a board fee of SEK 102 (252) thousand as a Director of the Board in Viasat Broadcasting UK. |
| Decision process |
|
| The remuneration to the Chief Executive Officer was decided by the Board of Directors. Remuneration to executive management is proposed by the Chief Executive Officer and decided by the Board of Directors. |
| Sharebased payments |
|
| The Annual General Meetings, with the beginning in 2005, have established stock-based incentive programmes for senior executives and key personnel. |
| Recalculation due to distribution of CDON Group |
|
| The terms for long-term incentive 2008-2010 plans have been recalculated due to the distribution of CDON Group. This applies both to exercise prices for the performance options as well as the maximums grants for retention rights, performance rights and performance options. |
| 2010 Long-term incentive programme (LTIP) |
|
|
|
|
|
|
|
|
|
| The 2010 programme is performance based and directed towards 100 senior executives and other key employees. Individual investments in MTG shares are required to participate. These shares can be shares already held or shares purchased on the market in connection with the notification to participate in the programme. The shares must be held during the three year vesting period. The participants are granted retention and performance rights, and performance options, depending on the fulfillment of certain stipulated goals and the employee category. The goals relate to shareholder return, normalised return on capital employed and shareholder return to be equal to a peer group. The rights to retention shares and performance shares were granted by the company free of charge at the beginning of June 2010, and may be exercised the day following the release of the interim report for Q1 2013. Dividends paid on underlying shares during the vesting period will increase the number of retention and performance shares in order to treat the shareholders and the participants equally. The programme is calculated to comprise 12,500 retention shares, 53,000 performance shares, and 106.000 performance options. The exercise price for the performance options was set at 120% of the average share price of the Class B share at grant date. |
| 2009 Long-term incentive programme (LTIP) |
|
|
|
|
|
|
|
|
|
| The 2009 programme is performance based and directed towards 50 senior executives and other key employees. Individual investments in MTG shares are required to participate. These shares can be shares already held or shares purchased on the market in connection with the notification to participate in the programme. The shares must be held during the three year vesting period. Thereafter, the participants are granted retention rights and performance rights depending on the fulfillment of certain stipulated goals. The goals relate to shareholder return, normalised return on capital employed and shareholder return to be equal to a peer group. The rights to retention shares and performance shares were granted by the company free of charge at the beginning of June 2009, and may be exercised the day following the release of the interim report for Q1 2012. Dividends paid on underlying shares during the vesting period will increase the number of retention and performance shares in order to treat the shareholders and the participants equally. The programme is calculated to comprise 43,225 retention shares, and 217,900 performance shares. |
| 2008 Long-term incentive programme (LTIP) |
|
|
|
|
|
|
|
|
|
| The 2008 programme is performance based and directed towards 50 senior executives and other key employees. Individual investments in MTG shares are required to participate. These shares can be shares already held or shares purchased on the market in connection with the notification to participate in the programme. The shares must be held during the three year vesting period. Thereafter, the participants are granted retention shares and performance shares and options depending on the fulfilment of certain stipulated goals. The goals relate to shareholder return, return on capital employed, organic growth and shareholder return compared to a peer group. The rights to retention and performance shares were granted by the company free of charge at the end of May 2008, and may be exercised after the release of the interim report for Q1 2011 until 30 days before the planned release of the Q2 report in 2011. The retention rights and the performance shares will be adjusted for dividends. The programme comprises 12,500 retention shares, 131,000 performance shares and 262,000 performance options. |
| 2005 - 2007 programmes – conditions in general |
|
|
|
|
|
|
|
|
|
| The 2005-2007 incentive programmes have comprised a combination of warrants and stock options, which entitle senior executives to a combined maximum of 399,994 MTG Class B shares under the 2007 programme and 399,999 MTG Class B shares under the 2006 and 2005 programme. The participants had the opportunity to buy warrants at the prevailing market price, and, for each warrant purchased, a maximum of six stock options under the 2007 programme and two stock options under the 2006 and 2005 programmes are issued, each carrying the right to purchase one Class B share. The exercise price for both the 2005 and 2006 programmes was set at 115% and for the 2007 programme at 110% of the average share price of the Class B share over the ten days following the Annual General Meeting. |
| To encourage participation in the incentive programme, the AGMs also approved the payment of a cash bonus three years after the acquisition of the warrants by the participant. The cash bonus will be paid if the stock options and the Class B shares acquired by exercising the warrants are still held by the participant, and if the participant is still employed by the Group, after three years. The bonus may amount to a maximum of the difference between the total price paid by the participant and 2% of the total value of the underlying Class B shares at the time of acquisition of the warrants and stock options. |
| The 2007 option programme |
|
| The 2007 programme was directed towards a group of 41 senior executives. The exercise price for the allotted options was set at SEK 432.50 per MTG Class B share. The stock options may be exercised on, or after, 15 May 2010 provided that the holder is still employed by the Group. The exercise period is 15 May 2010 – 15 May 2012. |
| The 2006 option programme |
|
|
|
|
|
|
|
|
|
| The 2006 programme was directed towards a group of 25 senior executives. The exercise price for the allotted options was set at SEK 450.30 per MTG Class B share. The stock options may be exercised on, or after, 15 May 2009 provided that the holder is still employed by the Group. Following the distribution of the majority of MTG’s shareholding in Metro International S.A. to MTG shareholders in July 2006, the exercise price for the warrants was recalculated as SEK 417.70 and the exercise price for the stock options as SEK 413.30. The exercise period is 15 May 2009 – 15 May 2011. All options were either exercised or forfeited at year end. |
| The 2005 option programme |
|
|
|
|
|
|
|
|
|
| The 2005 programme was directed towards a group of 20 senior executives. The exercise price for the allotted options was set at SEK 261.70 per MTG Class B share. The stock options may be exercised on, or after, 15 May 2008 provided that the holder is still employed by the Group. Following the distribution of the majority of MTG’s shareholding in Metro International S.A. to MTG shareholders in July 2006, the exercise price for the warrants was recalculated as SEK 239.30 and the exercise price for the stock options as SEK 235.80. The exercise period is 15 May 2008 – 15 May 2010. All options were either exercised or forfeited at year end. |
| Cost effects of the incentive programmes |
|
|
|
|
|
|
|
|
|
| The programmes are equity-settled programmes. The initial fair value at grant date of the stock option programmes, are expensed during the vesting period. The cost for the programmes are recognised in equity and as an operating expense. The cost is based on the fair value of the MTG Class B share at grant date and the number of shares expected to vest. The cost recognised in 2010 and 2009 respectively for the programmes amounts to SEK 21 (19) million excluding social charges. |
| The fair value of services received in return for share options granted were calculated based on the Black & Scholes method. The expected volatility is based on historical values. Further, it has been assumed that 10 per cent of the personnel will leave during the period. As for the performance programmes, the probability that the goals are met has been taken into consideration by applying adjustment factors to the different goals, when calculating the costs. |
| At the end of 2010, exercisable stock options granted in 2007, entitling the holders to acquire 28,890 MTG Class B shares had not yet been utilised. |
| Dilution |
|
|
|
|
|
|
|
|
|
| If all options granted to senior executives and key employees as at 31 December 2010 were exercised, the issued share capital of the Company would increase by 817,785 (1,130,159) Class B shares, and be equivalent to a dilution of 1.2 (1.7) % of the issued capital and 0.7 (0.8) % of the related voting rights at the end of 2010. In 2010, 38,392 options from the 2005 programme were exercised, 157.046 options from the 2006 programme, and 249.871 options from the 2007 programme. |
| Distribution of issued warrants, stock options and retention and performance rights and options: |
| Warrants, options and rights outstanding |
|
|
|
|
|
CEO |
Senior executives |
Key personnel |
Total |
| Incentive programmes 2007 |
|
|
|
|
|
- |
25,680 |
3,210 |
28,890 |
| LTIP 2008 |
|
|
|
|
|
83,054 |
196,468 |
96,753 |
376,275 |
| LTIP 2009 |
|
|
|
|
|
58,643 |
114,145 |
60,858 |
233,646 |
| LTIP 2010 |
|
|
|
|
|
26,545 |
79,634 |
72,795 |
178,974 |
| Total outstanding as per 31 December 2010 |
|
|
|
|
|
168,242 |
415,927 |
233,616 |
817,785 |
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
2010 |
2009 |
| |
|
|
|
|
|
No of options |
Weighted exercise price |
No of options |
Weighted exercise price |
| Options outstanding at 1 January |
|
|
|
|
|
1,130,159 |
293.89 |
1,049,807 |
374.28 |
| Recalculated due to distribution CDON Group |
|
|
|
|
|
25,333 |
225.56 |
- |
- |
| Retention shares and options issued during the year |
|
|
|
|
|
168,768 |
303.53 |
239,490 |
- |
| Options exercised during the year |
|
|
|
|
|
-445,309 |
408.77 |
-6,440 |
235.80 |
| Options forfeited during the year |
|
|
|
|
|
-61,166 |
408.09 |
-152,698 |
413.12 |
| Total outstanding at 31 December |
|
|
|
|
|
817,785 |
231.24 |
1,130,159 |
293.89 |