The ordinary remuneration of the Board is in accordance with the articles of association of the company determined by the Board, provided that such remuneration does not exceed an aggregate amount per year as may be determined by an ordinary resolution of the shareholders. The remuneration of the Board can be divided among the Board members as they may agree, unless specified by an ordinary resolution by the shareholders.
The articles of association of the company further stipulate that any Board member who holds any executive office (including for this purpose the office of chairman or deputy chairman, whether or not such office is held in an executive capacity), or who serves on any committee of the Board, or who otherwise performs services which in the opinion of the Board are outside the scope of the ordinary duties of a Board member, may be paid such extra remuneration or may receive such other benefits as the Board may determine.
CEO and Management Remuneration
Remuneration of the CEO and other senior executives consists of market-based salary, variable remuneration (mostly in the form of performance bonuses), customary fringe benefits and other benefits and pension, as well share options for some executives. The balance between fixed and variable remuneration is generally proportionate to the executive’s responsibilities, seniority and authority.
Incentive Programs – Share Option Schemes
Aspire Global has three separate share incentive programs: one program for certain key employees introduced in 2007 (“Share Options Scheme 2007”), one program for the Board introduced in 2017 (“Board Scheme”), and one program for certain key employees (which includes the CEO and CFO) introduced in 2017 (“Share Options Scheme 2017”). The incentive programs have been designed with the aim of achieving increased alignment between the interests of the participating individuals and the Company’s shareholders. If all options under the three incentive programs which have not been already exercised (“Outstanding Options”) by the option holders are granted to the eligible persons and exercised, the share capital of the company would increase by 1,184,881 shares.
Share Option Scheme 2007
According to the Share Options Scheme 2007, various employees are entitled to buy a total of 2,582,000 shares in Aspire Global at a price of €0.50 per share. During 2019, the employees of the company have, after duly exercising their options, acquired 1,274,754 newly issued ordinary shares in the company under the Share Option Scheme 2007. If all Outstanding Options under the Share Options Scheme 2007 are granted to the eligible persons and exercised, the issued and outstanding share capital of the company would increase by 220,276 shares.
Aspire Global has introduced a share-based incentive scheme for the Board, which has been approved by the shareholders of the company during the Extraordinary General Meeting held on June 21st 2017. The Board Scheme has been designed to promote the company’s long-term interests by motivating and rewarding the Board members through share options. In accordance with the Board Scheme, the company may issue 200,000 authorised, but not yet issued shares. Carl Klingberg and Fredrik Burvall each hold 80,000 options, which have not been exercised yet. The remaining options are reserved for future Board members of the company. The company did not issue any shares under the Board Scheme during 2019. If all Outstanding Options under the Board Scheme are granted to the eligible persons and exercised, the issued and outstanding share capital of the company would increase by 200,000 shares.
Share Option Scheme 2017
The Share Option Scheme 2017 is an incentive program for senior executives, key employees and other employees of Aspire Global, which has been approved by the General Meeting of the company held on June 21st 2017. The company has reserved 775,800 outstanding but not yet issued shares for the Share Options Scheme 2017. The options are reserved for current and future employees, of which: (i) management and other senior executives (not more than 20 persons) can be offered to acquire up to 615,800 options; and (ii) other employees (not more than 200 persons) can be offered to acquire up to 12,000 options per person, a total of no more than 160,000 options. During 2019, the employees of the company have, after duly exercising their options, acquired 11,195 newly issued ordinary shares in the company under the Share Option Scheme 2017. If all Outstanding Options under the Share Options Scheme 2017 are granted to the eligible persons and exercised, the issued and outstanding share capital of the company would increase by 764,605 shares.