The Board of Directors (Board) has established
a remuneration committee (Remuneration Committee or the Committee). The
Committee provides oversight in preparing the Remuneration Policy. It evaluates
and make recommendations for the remuneration of the Board and the Executive
Group Management Board (EGMB) members. It also approves the remuneration of the
Executive Group Management (EGM).
The Committee reviews the Remuneration Policy
at least once a year and ensures that the remuneration complies with the Remuneration
Policy.
The
Remuneration Committee held eleven meetings in 2020.
2020 was an unprecented and
challenging year for ISS navigating a global pandemic, a malware attack,
significant leadership changes and a refreshed strategy. Below is a summary of
how these challenges significantly impacted executive remuneration.
Executive remuneration for 2020
• Remuneration to the Board of
Directors was DKK 8.0 million (2019: DKK 8.8 million)
• Remuneration awarded to the EGMB in
2020 was DKK 26.9 million (2019: DKK 24.7 million)
• The short-term incentive programme
(STIP) paid 72% of target to the new Group CEO, 59% to the Group CFO and 59% to
the CEO Europe based on the 2020 results that were heavily impacted by Covid-19
• The long-term incentive programme
(LTIP) granted in 2018 will not vest in March 2021 as performance criteria were
not met
Covid-19 and malware attack
• The Board of Directors voluntarily
cut their fees by 20% for the second quarter. Similarly, the EGMB and the EGM
voluntarily cut their salary by 20% for the second quarter
• Short-Term Incentive Programme
(STIP) was revised, and the weighting of financial objectives were reduced from
75% to 50% and non-financial objectives were introduced (weight 25%) to focus
on immediate actions to mitigate the challenges
• For the Long-Term Incentive
Programme (LTIP) for 2020 target-setting on earnings-per- share (EPS) was split
in two parts: a one-year target for 2020 and a two-year target for 2021-2022.
No changes were made to existing programmes granted in 2018 and 2019
Leadership changes
• According to the service agreement,
former Group CEO Jeff Gravenhorst is entitled to 24 months of salary
• The appointment of Jacob
Aarup-Andersen as new Group CEO took effect on 1 September 2020. The Group CEO
is partially compensated for share incentives forfeited in connection with
leaving his former employment
• Pierre-François Riolacci was
granted a retention award in May 2020
• In December 2020, Kasper Fangel was
appointed Group CFO and Pierre-François Riolacci was appointed CEO Europe
The
activities of the Remuneration Committee for 2020 are further described in the
Remuneration Report.
The members
of the Remuneration Committee are considered independent based on the
definition outlined in the Danish Corporate Governance Recommendations.
