Remuneration report

Remuneration report

Group results

2021 was a challenging year for Axactor, its employees, customers and stakeholders, due to impact of the Covid-19 pandemic. Axactor continue to focus on the strategy to become the industry benchmark in the debt collection industry.

Gross revenue increased with EUR 19.3 millions from 2020.

EBITDA was reduced with EUR 8.3 millions from 2020.

Net loss for the period was EUR 46 million.

Board of directors

The annualized fixed fees remained unchanged from 2020 for the board of directors. The change of total actual remuneration at an individual level in 2021 is due to pro-rating based on time served in the board compared to last year, or additional committee responsibilities that the individual member has taken on during the reporting year. Further information of the remuneration of the board is detailed in the section 'Remuneration - board of directors'.

Remuneration committee (RC) engagement

Return on equity excluding non-controlling interest for 2021 was -8,5%.

Since Axactor was founded in 2015, gross revenue has had a steady growth until the Covid-19 pandemic gave a significant negative impact in 2020 as a results of e.g courts in some of the jurisdictions Axactor operates in closed.

The remuneration report is presented in NOK as the majority of the group executive management is paid in NOK.

Changes in group executive management

During 2021 Nina Mortensen replaced Teemu Alaviitala as CFO.

Changes in board of directors

During 2021 Glen Ole Rødland resigned as Chair of the board, and Merete Haugli was appointed interim Chair of the board.

Remuneration 2021 change and outcome

This report details the implementation of Axactor's remuneration policy and compensation scheme for the board and group executive management for financial year 2021. In this section, Axactor provides a summary of the remuneration changes and outcomes for financial year 2021.

Group executive management

The group executive management received an increase in the annual base salary during 2021 between zero and five percent. The increase is in line with the average salary increase for non-executives in Axactor SE.

The bonus pay-out is determined based on the company's performance and individual performance. This resulted in a bonus between 9% and 25% of the individual's base salary for 2021.

The RC continuously monitors prevailing market practice and developments in remuneration in Europe and within its group of peers. Axactor values ongoing dialogue with shareholders, institutional investors, and other stakeholders to ensure that Axactor's remuneration policy is aligned with market practice and helps drive execution of the company's strategy.

In 2021, the RC has focused on the following key areas:

x Reviewing the long-term incentive plan to ensure it continues to fit business needs.

x Maintaining a close dialogue with shareholders, gathering their feedback and having subsequent discussions on their views about Axactor's remuneration arrangements.

Summary of remuneration policy

The key objectives of Axactor's remuneration policy are to support business needs by guiding the development of an appropriate total remuneration package that has a clear link to the business strategy and with shareholders' interests. The remuneration policy applicable to the members of the Group executive management and Board for FY 2021 was approved at the company's Annual General Meeting in April 2021, and is compliant with the requirements following The Norwegian Public Limitied Liability Companies Act, section 6-16 a. This report is made according to the requirements in section 6-16 a and 6-16 b of the Norwegian Public Limited Liability Companies Act and Axactor's remuneration policy. The report is based on the guidelines under Directive 2007/36/EC.

The full version of the remuneration policy is made available on the company's website (www.axactor.com) under the 'Corporate Governance' page.

The remuneration policy, including the purpose and key aspects of each of the remuneration elements, is summarised in the following table.

Remuneration policy summary

Component

Purpose and link to strategy

Group executive management

Base salary

(inclusive of pension)

Recognizes market value, the nature of the role in terms of scale, complexity and responsibility and the Executive members' experience, sustained performance and contribution.

Short-term incentiveLong-term incentives

Link executive remuneration to the achievement of long-term shareholder value creation and support the retention of the executives.

Subject to annual remuneration review, it may change in the context of the individual's long-term performance, market pay positioning and consideration of the wider employee group.

Rewards the achievement of annual company goals guided by Axactor's strategy plan.

Benefits

Board of directors

Provide for the group executive management members' health and welfare needs.

Fixed fee

Attracts individuals with a broad range of experience and skills, rewards the board members for setting strategy and overseeing its implementation.

Delivered through the stock options plans.

As per the respective benefits policy and may vary at individual level.

Fixed fees are set to reflect market practice and the role of each member of the board in terms of efforts and responsibilities.

Shareholding

Aligns the interests of the board members and shareholders.

Size of the award

Up to 100% of base salary at maximum performance.

The share purchasing is at the board members' own account.

Remuneration - group executive management

Remuneration packages of the group executive management shall comply with the company's remuneration policy, and support business needs with a clear link to the business strategy and shareholders' interests. Members of the group executive management do not receive any additional fees from other internal board positions within Axactor.

Remuneration for the group executive management for the current financial year All numbers in NOK thousand

Name / position

Year

Salary

Benefits

Bonus 5)

Pension

Total 6)

Fixed pay

Variable pay

Current group executive management

2021

4,169

15

889

351

5,423

84%

16%

Johnny Tsolis, CEO

2020

3,950

16

1,160

259

5,385

78%

22%

2021

938

6

200

50

1,194

83%

17%

Nina Mortensen, CFO 2)

2020

-

-

-

-

-

n.a

n.a

2021

1,899

15

178

164

2,256

92%

8%

Arnt Andre Dullum, COO

2020

1,900

6

352

54

2,311

85%

15%

2021

2,025

15

295

143

2,479

88%

12%

Vibeke Ly, Chief of Staff

2020

1,900

16

392

102

2,409

84%

16%

2021

1,876

15

497

143

2,532

80%

20%

Kyrre Svae, Chief of strategy and IR 3)

2020

1,900

6

-

58

1,964

100%

-

2021

2,737

-

285

36

3,058

91%

9%

Robin Knowles, Chief Investment Officer 4)

2020

2,737

-

958

49

3,743

74%

26%

Former group executive management 1)

2021

-

-

44

-

44

-

100%

Endre Rangnes, CEO

2020

4,988

11

3,491

418

8,907

61%

39%

2021

469

-

1,350

5

1,824

26%

74%

Oddgeir Hansen, COO

2020

2,700

16

1,000

219

3,935

75%

25%

2021

-

-

-

-

-

n.a

n.a

Siv Farstad, EVP HR

2020

1,700

4

-

41

1,746

100%

-

2021

604

3

-

15

622

100%

-

Teemu Alaviitala, CFO

2020

1,900

7

-

58

1,964

100%

-

  • 1) Salary in last year of employement is based on employement period in the year plus servants pay if agreed

  • 2) Nina Mortensen was appointed CFO from 1 August 2021. Nina Mortensen received a sign-on fee of NOK 200k presented under bonus.

  • 3) Kyrre Svae held the position as interim CFO from January 2021 to 31 July 2021

  • 4) Remuneration to Robin Knowles is denominated in GBP, an exchange rate of 11,90 is used to convert to NOK.

  • 5) Bonuses are paid in one installment.

  • 6) There are no extraordinary items paid to group executive management.

The following information is not included in the table above as its not applicable for Axactor; fees, multiple year bonus, extraordinary items.

Long-term incentive plans

Granted and unvested share options in the reporting period.

Name/positionPlan

Award dateVesting date

Exercise periodStrike price

(NOK)Awarded and unvested at period start

GrantedVested in periodAwarded and unvested at period end

Johnny Tsolis, CEO

Nina Mortensen, CFO

Arnt Andre Dullum, COO

26.06.2020 26.06.2020 26.06.2020 26.06.2020

26.06.2021 26.06.2021 26.06.2021 26.06.2022

26/06/2021-26/06/2025 26/06/2021-26/06/2025 26/06/2021-26/06/2025 26/06/2022-26/06/2025

ESOP20

26.06.2020

26.06.2022

26/06/2022-26/06/2025

26.06.2020

26.06.2022

26/06/2022-26/06/2025

26.06.2020

26.06.2023

26/06/2023-26/06/2025

26.06.2020

26.06.2023

26/06/2023-26/06/2025

26.06.2020

26.06.2023

26/06/2023-26/06/2025

25.04.2020

25.04.2020

25/04/2020-25/04/2024

ESOP19

25.04.2020 25.04.2020 28.08.2017 28.08.2017

25.04.2021 25.04.2022 01.06.2018 01.06.2019

25/04/2021-25/04/2024 25/04/2021-25/04/2024 01/06/2018-15/07/2022 01/06/2019-15/07/2022

ESOP17

28.08.2017 28.08.2017 19.11.2015

01.06.2020 01.06.2021 16.02.2019

01/06/2020-15/07/2022 01/06/2021-15/07/2022 16/02/2019-01/04/2021

ESOP15

19.11.2015 02.08.2022 02.08.2022 02.08.2022

16.02.2020 26.06.2022 26.06.2022 26.06.2022

16/02/2020-01/04/2021 26/06/2022-26/06/2025 26/06/2022-26/06/2025 26/06/2022-26/06/2025

ESOP20

02.08.2022

26.06.2023

26/06/2023-26/06/2025

02.08.2022

26.06.2023

26/06/2023-26/06/2025

02.08.2022

26.06.2023

26/06/2023-26/06/2025

26.06.2020

26.06.2021

16/06/2021-26/06/2025

26.06.2020

26.06.2021

16/06/2021-26/06/2025

26.06.2020

26.06.2021

16/06/2021-26/06/2025

26.06.2020

26.06.2022

16/06/2022-26/06/2025

ESOP20

26.06.2020 26.06.2020 26.06.2020

26.06.2022 26.06.2022 26.06.2023

16/06/2022-26/06/2025 16/06/2022-26/06/2025 16/06/2023-26/06/2025

26.06.2020 26.06.2020 25.04.2019

26.06.2023 26.06.2023 25.04.2020

16/06/2023-26/06/2025 16/06/2023-26/06/2025 25/04/2020-25/04/2024

ESOP19

25.04.2019 25.04.2019 06.06.2018 06.06.2018

25.04.2021 25.04.2022 01.06.2018 01.06.2019

25/04/2021-25/04/2024 25/04/2022-25/04/2024 01/06/2018-15/07/2022 01/06/2019-15/07/2022

ESOP17

06.06.2018 06.06.2018

01.06.2020 01.06.2021

01/06/2020-15/07/2022 11/06/2021-15/07/2022

28 22 17.25 28

125,000 75,000 50,000 125,000

125,000 75,000 50,000

125,000

22

75,000

75,000

17.25

50,000

50,000

28

125,000

125,000

22

75,000

75,000

17.25

50,000

50,000

24.5

77,485

26.5

77,485 77,486 75,000 75,000

77,485

28 30 32

77,486

35 37.5 12.5

75,000 75,000 270,000

75,000

13 28 22 17.25

190,000 - - -62,500 37,500 25,000

62,500 37,500 25,000

17.25

28

22

- - - 62,500 37,500 25,000 62,500

62,500 37,500 25,000

62,500 37,500 25,000

17.25

28

22

62,500 37,500 25,000

28

62,500

22 17.25 28

37,500 25,000 62,500

37,500 25,000 62,500

22 17.25 24.5

37,500 25,000 38,742

37,500 25,000

26.5

38,742 38,744 18,750 18,750

38,742

28 30 32

38,744

17.25 37.5

18,750 18,750

18,750

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Axactor SE published this content on 01 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 April 2022 11:44:19 UTC.