large cap companies - deloitte united states · the aim of this report is to provide an overview of...

Remuneration in Danish Large Cap CompaniesBenchmarking executive management and board remuneration

2013-2017

2

Brochure / report title goes here | Section title goes here

Introduction 3

Key findings 4

Current trends 5

Overview 13

Methodology 14

Total remuneration of executive directors 15

Base salary 20

Pension 23

Bonus 24

Long-term incentives (LTIs) 28

Board remuneration 38

Board demographics 40

How can Deloitte help? 44

Our contacts 45

Appendix 46

Contents

3

Remuneration in Danish Large Cap Companies | Introduction

This report gives an overview of and insight into remuneration of executive directors and boards of listed companies within the Danish Large-Cap Index1. In March 2018, the Danish Large-Cap Index comprised 39 companies, the names of which are listed in the appendix. These companies represent some of the largest Danish companies from a wide range of industries, from financial services to energy and supplies.

Over the year to March 2018, two new companies entered the Danish Large-Cap Index. In October 2017, the professional cleaning product manufacturer Nilfisk Holding entered the index through its IPO, while Alm. Brand joined the index following OMX Nasdaq’s annual review in December 2017. One company, Nets, left the index as it delisted its shares in February 2018.

Out of all companies in the Danish Large-Cap Index, 36 companies have financial year-ends as of 31 December, while three companies have financial year-ends of either 31 August or 30 September. All companies have published their 2017 annual reports during or before March 2018, with the exception of G4S at the time of writing. As a result, G4S has been excluded from the analyses in this report. The report is therefore based on the data from 38 companies.

The analysis is based strictly on publicly available information obtained from annual reports, company websites, press releases, general meeting notes, remuneration policies, etc. Not all companies report their remuneration with the same level of detail. For all the analysed benchmarks, we report the number of companies for which the required data has been reported with sufficient detail to be included in our analysis. The companies included in this analysis

all report in accordance with International Financial Reporting Standards (IFRS). Financial reporting on remuneration of executives is more specifically governed by IFRS 2 and the Danish Financial Statements Act. Remuneration of executive directors is required by IFRS to be disclosed on both fixed and variable elements for executive management. Although reporting this level of detail for all individual members of management is not a requirement, it is however best practice guidance from the Committee on Corporate Governance2. Long-Term Incentive (LTI) programmes must also be disclosed separately in their entirety, which includes all participants, both executives and non-executives. Where applicable, we have compared our findings with previous studies performed on the Danish market to put recent developments into a long-term perspective.

DisclaimerThe aim of this report is to provide an overview of executive remuneration and the use of LTI in Danish Large-Cap Companies. There may be very good reasons for a particular company to lie inside and outside of benchmarked ranges. This could be due to differences in company size, industry, market volatility or other company-specific factors. When using our report we recommend that you consult your advisers on the interpretation of the data and its relevance to your particular circumstances.

This report does not constitute the provision of advice or service to any reader of this report, and hence Deloitte may not be named in a company’s public documentation as having provided material assistance to the remuneration committee based solely on the use of the information provided in this report.

Introduction

1. Nasdaq OMX Copenhagen Large-Cap Index. The index was comprised of 42 share listings, of which three were listings of multiple share classes (39 individual companies) as of March 2018. Nasdaq OMX Copenhagen Large-Cap includes Danish listed companies with a market cap above EUR 1bn

2. https://corporategovernance.dk/recommendations-corporate-governance

4

Remuneration in Danish Large Cap Companies | Key findings

Key findings

1. Variable vs fixed

2. Base salaries

3. Annual bonus

4. Long-term incentives

5. Board pay

Variable pay: 36%Fixed pay: 64%

CEOs: 4.3%CFOs: -4.2%

2017: 35%2016: 40%

2017: 36%2016: 34%

1/3 of boardmembersare women

Variable remuneration as a share of total pay was unchanged in 2017

2017 median annual salary changes

Median bonus as percentage of base salary

Median LTI allocation as percentage of base salary

2017 median board pay of DKK 5.5m

• Variable remuneration of executive directors comprises c. 36% of total remuneration

• Variable remuneration, in the form of bonuses and long-term incentives, has increased significantly since 2013 when it formed only 30% of total remuneration

• Base salaries have increased significantly since 2013, but have slowed in 2017

• Since 2013, CEOs, CFOs and other executive directors have experienced median base salary increases of 6.6% p.a., 0.6% p.a. and 7.7% p.a., respectively

• Increases for CFOs have been moderate over the same period due to a high CFO turnover

• Median bonus payouts as a percentage of base salary increased from 25% in 2013 to 35% in 2017

• Median bonus allocations as a percentage of base salary increased 20% and 37% for CEOs and CFOs respectively

• Since 2013, share-based payments as a percentage of base salary have increased from 27% to 36% across all executive directors

• Performance and restricted share units are the most popular form of share-based payment, while vesting criteria disclosure remains, on the whole, poor

• Average board member base pay was c. DKK 0.7m. Chairpersons and deputy chairpersons received on average 3.0x and 1.9x base pay

• Median total board remuneration was DKK 0.2m higher in 2017 compared to 2016

• There were no female chairpersons in 2017, and only 22% of deputy chairpersons were female

5

Remuneration in Danish Large Cap Companies | Current trends

The Danish market environmentDanish management remuneration practices vary widely across companies. This is evident in the variety of different incentive vehicles in use (performance shares, options, warrants, restricted shares and share matching plans). Performance measures are also similarly varied, reflecting the strategy and requirements of individual companies. This company-by-company approach is underpinned by the best practice recommendations of the Committee on Corporate Governance, which are principle-based and mostly non-prescriptive (soft law). The Danish model therefore contrasts to other countries where governance codes are more prescriptive and a conformity in incentive plan design prevails.

In terms of remuneration-related disclosure, however, there are large gaps between current Danish practice and the requirements of the EU Shareholders Rights Directive. In brief, the European Commission proposed amendments to the Shareholder Rights Directive in April 2014. The Directive was agreed by the European Parliament, Council and Commission negotiators in December 2016 and was adopted in May 2017. Member States have until June 2019 to implement the Directive (see separate section below on the EU Shareholder Rights Directive).

A key focus of the Directive is the separation of a remuneration policy from an annual remuneration report. The former is subject to a binding vote at least every four years, while the latter is subject to an annual advisory vote. However, Member States will determine how this will apply and whether either or both are subject to a binding or advisory vote. The key intention of the Directive is that the policy effectively provides a ‘licence’ to pay management and the board, while the remuneration report provides shareholders with guidance on how the policy was applied in the last financial year.

This is a departure from current Danish practice where AGM voting resolutions are shaped by the Committee on Corporate Governance’s recommendation for a remuneration policy applicable to the board of directors and the executive directors, and Section 139 of the Danish Companies Act. These require publication of guidelines for incentive-based compensation for executive management and the board of directors, which must be adopted at the company’s general meeting.

While the interpretation of the Shareholder Rights Directive into Danish law is pending, the direction of travel in terms of future Danish disclosure is reasonably clear when remuneration disclosures are examined alongside proxy advisers’ recommendations. Further, we note that the November 2017 changes to the Danish Recommendations on Corporate Governance include, for the first time, a best practice recommendation for the preparation of an annual remuneration report.

Our 2017 benchmark study has shown that the trend of awarding executives a greater share of their overall pay package as variable remuneration in the form of share-based payments and short-term bonuses has continued. In general, we have seen an increased level of remuneration disclosure amongst companies, which in large part is due to a combination of greater media and political attention as well as greater engagement and pressure from shareholders and other bodies. We expect a continued and increased focus on Environmental, Social and Governance (ESG) issues by Danish institutional investors as we move forward into 2018 and beyond. Further, we expect the level of engagement between companies and their stakeholders to increase in the coming years.

Looking at disclosure of remuneration breakdowns for CEOs, CFOs, Other Executive Directors and total executive boards in aggregate, we find that the level of disclosure varies by the position of the executive. While disclosure was relatively high amongst CEO remuneration, there is still room for improvement, particularly with regards to Other Executive Directors. For the 9 companies that did provide a split for at least some of their Other Executive Directors, it was typically only for one other senior executive (such as a chief operations officer) and not every other member.

Current trends

>>

6


All Danish companies in our study, with the exception of one, had a remuneration policy available online. We also looked at when these policies were last updated or amended to give an indication of how much attention the subject of remuneration is given. The following

It can be seen quite clearly that the majority (81%) of companies published their policy within the last couple of years (in 2017 and 2016). There are a few instances of older policies, with one not having been updated since 2008.

Emerging practicesThere have also been some interesting additions to companies’ remuneration policies for 2018. These include:

Remuneration reports

2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN

Remuneration of executive directors 2014-2017

58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017

Base salary Pension Other Bonus LTI

CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs

Variable pay 2013-2017

54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other

Figure: Composition of total remuneration

29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark

Fixed salary Other Bonus LTI

CEO base salaries 2017 (left) and percentiles for 2013 to 2017 (right)

Other Executive Directors’ base salaries 2017 (left) and for percentiles for 2013 to 2017 (right)

0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m

One column represents one CEO

4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017

25th percentile Median 75th percentile

CFO base salaries 2017 (left) and percentiles for 2013 to 2017 (right)

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m

One column represents CFO

3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m

One column represents one Other Executive Director

2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%

One column represents one executive director

CEOs. Average: 24.5%

CFOs. Average: 21.0%

Other Executive Directors. Average: 20.1%

Executive Groups. Average: 13.1%

Pension contribution as a percentage of base salary in 2017

Bonus payout as a percentage of base salary in 2017

All executive directors – development in bonus payout as a percentage of base salary (left) and DKKm (right)

CEOs – development in bonus payout as a percentage of base salary (left) and DKKm (right)

CFOs – development in bonus payout as a percentage of base salary (left) and DKKm (right)

0%

20%

40%

60%

80%

100%

120%

1 column represents 1 executive director





5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%

Other executive board members, average: 79%

Maximum bonus allocation as a percentage of base salary

Bonus and LTI as a percentage of fixed remuneration (all executive directors)

Incentive programme types

Vesting criteria

Vesting and duration of LTI programmes

Treasury shares and LTI units as a percentage of outstanding shares

Yearly LTI issuance as a percentage of outstanding shares

0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%

Other financial KPIs

EBITDA/EBIT

Other non-financial KPIs

TSR/share price

EPS

Revenue

Cash flow

Individual

Customer service KPIs

Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9

Vesting period, average: 2.9 years

Programme expiry, average: 5.0 years

Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%

Treasury shares average: 2.5%

LTI outstanding average : 1.4%

0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017


25th percentile Median 75th percentile 25th percentile Median 75th percentile





6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0

Source Deloitte analysis. Note: Totals may not sum due to rounding. Note: There are some companies with no executive CFO, no other executive directors or data is not clearly disclosed. We have also included both CEOs for GN Store Nord.

chart shows the year when a remuneration policy was last formally adopted as disclosed on their website (we have excluded draft policies which had not been adopted in 2018 as far as was disclosed on company websites).

• The introduction of caps on the value of equity awards at vesting.

• Shareholding guidelines for executive management.

• Taking account of European rather than solely Danish company practice when determining market pay benchmarks.

• Increases to long-term incentive limits.

• Introduction or clarification of clawback provisions.

• Post-vesting holding periods.

CEOs CFOs Other Exec Directors Total Exec BoardNumber % Number % Number % Number %

Split disclosed 30 79% 23 68% 10 30% 37 97%

Split not disclosed 8 21% 11 32% 14 42% 1 3%

Split provided for some n/a n/a n/a n/a 9 27% n/a n/a

Total 39 100% 34 100% 33 100% 38 100%

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These trends are also indicative of a broader European perspective being applied to Danish remuneration policies and practices. We expect this trend to continue.

Proxy voting engagementWe have examined the remuneration related voting outcomes of the 25 largest Danish listed companies3. We also reviewed a proxy adviser’s voting outcomes for companies in the index.

Overview of findingsOf the 25 companies’ annual general meeting disclosures reviewed, 23 made proposals in respect of board remuneration and 17 included resolutions in relation to their incentive guidelines for executives.

The ISS voting outcomes were as follows.

Key themesOnly 2 companies received an “Against” recommendation in respect of board fee resolutions. The issues cited here were fee quantum as well as the award of restricted stock units to board members.In terms of the incentive guidelines resolutions, of the 8 companies receiving an “Against” or “ForX” recommendation, we found 3 key themes, as summarised below:

3. Nasdaq OMX Copenhagen 25 Index4. ForX refers to voting contentious for

ISS Voting Recommendation

Board Fee Resolution

Incentive Guidelines Resolution

For 92% 53%

ForX4 0% 18%

Against 8% 29%

OMX Copenhagen 25 Index: Approve Guidelines for Incentive-Based Compensation for Executive Management and Board

Key Themes Issues identified

Long-term incentives

• Introduction of restricted stock.

• Increases to individual incentive limit.

• Cessation of a post vesting holding period for former employees.

Board discretion

• Discretion to exceed severance pay limits in undefined circumstances.

• Discretion to apply a retention or sign-on bonus of 100% of total remuneration.

• Discretionary awards for one-off bonuses for retention, recruitment retention, transactions or severance.

• Discretion to apply uncapped sign-on remuneration awards.

• Discretion to apply 200% of salary severance awards, on top of existing 24 month notice period.

Disclosure• Limited or no disclosure of performance conditions ex ante.

• Limited disclosure of bonus metrics ex post.

The above observations are consistent with a broader European trend of shareholder concern around the extent of Board discretion and a call for more detailed disclosure of performance measures in incentive plans, particularly long-term incentive plans where ex ante disclosure represents best practice. >>

8


International trendsFive years ago, the UK introduced new disclosure requirements and a stipulation for companies to hold a binding shareholder vote on their remuneration policy at least once every three years. These regulations have many similarities with the upcoming EU Shareholder Rights Directive, and as such, looking to the UK, may provide useful insights into future trends in the EU.

Since the new reporting regime has come into force, significant changes have occurred in the UK:

• The engagement between companies and their shareholders has increased significantly.

• Remuneration structures have been simplified with the vast majority of companies using a single bonus and a single long-term share plan. 10 years ago, over half of FTSE 100 companies were using more than one form of long-term plan. This figure has now dropped to less than 20% and continued to decline in 2017.

• The time horizon of long-term incentives has been increasing with the majority of FTSE 100 companies requiring executives to hold shares for a period of two years following the end of the performance period.

• Nearly all FTSE 100 companies now have some mechanism to reduce unvested awards or reclaim incentives (clawback provisions).

• The level of shareholding requirement has also significantly increased with a median requirement of 200% of base salary within the FTSE 100.

Besides structural changes, a notable change has been the disclosure of annual bonus targets. Only two or three years ago, it was very uncommon for FTSE 100 companies to disclose bonus targets and achievements against these targets. This is now the norm.

We also observe a continued trend towards the use of more customised performance measures, notably in long-term incentive schemes. Whilst the majority of companies were using total shareholder return 10 years ago, now less than 10% use only one measure of performance and over half of companies use 3 or more measures in their long-term incentive plans.

The UK reporting requirements include the disclosure of total remuneration earned in respect of the last year. This includes base salary and bonus payable for the year as well as the value of shares awarded where the performance conditions have been assessed. This in turn has led to increased scrutiny on equity awards and associated performance conditions. As equity awards are typically expressed as a percentage of base salary, a number of companies received criticism when they did not scale back the size of their equity awards following a significant reduction in share price as shareholders and proxy advisers feel there is a risk of a windfall gain when the share price recovers. Other companies only cap the award and will consider the appropriateness of the size of the award annually.

We believe that similar developments to those seen in the UK in recent years can be expected in Danish Large-Cap Companies, as the revised Shareholder Rights Directive is implemented over the coming years. The requirement that executive remuneration is disclosed for each executive director, and thereby increasing transparency, has the potential effect of driving up executive pay further, as direct benchmarking will be more easily accessible. Amended recommendations for good corporate governanceIn November 2017, the Danish Committee on Corporate Governance released an amended set of recommendations for good corporate governance practice (soft law). The amendments include changes to most parts of the recommendations last published in 2013. Most notably, however, are the recommendations on remuneration of management. Some of these

We believe that similar developments to those seen in the UK in recent years can be expected in Danish Large-Cap Companies, as the revised Shareholder Rights Directive is implemented over the coming years

9


recommendations are effectively pre-empting national regulations, which will be implemented in response to the adoptions of the EU Shareholder Rights Directive.

The committee’s recommendations include:

• That companies prepare a remuneration report that discloses information on the total remuneration granted to each member of the board of directors and the executive board, both by the company itself and other associates in the group and associates for the last three years. Furthermore, information on the most important aspects of company retention and retirement/resignation policies be disclosed in the annual report and that the linkage between the remuneration of management and company strategy and other relevant related goals be explained. The remuneration report should be published on the company’s website.

• That the board of directors prepares a remuneration policy for the board of directors and the executive board, including:

• a detailed description of the components of the remuneration for members of the board of directors and the executive board,

• the reasons for choosing the individual components of the remuneration,

• a description of the criteria on which the balance between the individual components of remuneration is based, and

• an explanation of the connection between the remuneration policy and the company’s long-term value creation and relevant related goals.

• The remuneration policy should be approved by the general meeting and published on the company’s website at least every fourth year and upon any critical amendments.

To date, only a small number of listed Danish companies prepare a stand-alone remuneration report. Instead, many companies disclose details of board and executive remuneration within the annual report, although the level of detail varies from company to company. Moreover, not all companies report executive pay on an individual basis.

Shareholder Rights DirectiveThe revised Shareholder Rights Directive5, adopted in March 2017, may lead to significant changes across Europe. The European Commission will issue standardised guidance for the implementation of the Directive within 15 months following the adoption of the Directive.

The Shareholder Rights Directive is an EU directive, which was adopted in 2007, with the purpose of setting out minimum rights and responsibilities for shareholders at company meetings held in the EU. Since the publication, there have been a number of revisions, the latest of which was in March 2017. The Commission’s aim is to tackle corporate governance shortcomings relating to listed companies and their boards, shareholders (institutional investors and asset managers), intermediaries and proxy advisers (e.g. firms providing services to shareholders, notably voting advice) in line with long-term investment horizons.

The European Commission will issue implementation guidance, after which member states will to bring national laws and regulation into force.

TimingMember states have until June 2019 to bring national laws/regulations into force.

Scope

• Companies with a registered office in a member state and listed on a regulated market situated or operating within a member state.

• Directors (executives as well as non-executives): any member of the administrative, management or supervisory bodies of a company. Member states can also opt to include individuals who perform similar functions. The chief executive and deputy chief executive (if applicable) are both considered directors, irrespective of their membership of the board. >>

5. http://www.europarl.europa.eu/sides/getDoc.do?type=TA&reference=P8-TA-2017-0067&language=EN&ring=A8-2015-0158

10


Note: It is yet to be seen how definition of Directors will be interpreted in a Danish market context, however our initial assessment is that this will (at least) include the CEO and the CFO and most likely will follow the Danish definition of “Direktionen” in accordance with the Danish Companies Act. This has also been included in the Danish Recommendations on Corporate Governance as updated in November 2017.

Remuneration policyCompanies will be required to establish a remuneration policy for directors, which shareholders will have the right to vote on at the general meeting. Member states will decide whether this vote should be binding or advisory. Irrespective of whether the vote is binding or advisory, companies can only pay remuneration to directors in accordance with the remuneration policy submitted to a general meeting.

• Where the vote is binding and a new policy fails to gain approval, the company must continue to pay in accordance with the previously approved policy and submit a revised policy for approval at the next meeting.

• Where the vote is advisory, and a new policy is not approved by the shareholders, the company must submit a revised policy to a vote at the next general meeting.

Member states may allow companies to deviate from specific elements of the remuneration policy in exceptional circumstances. The policy must specify the elements of executive remuneration, which may be deviated from. Exceptional circumstances must be considered to be necessary to serve the long-term interests and sustainability of the company as a whole, or to assure its viability.

The policy must be put to a vote at every material change and at least every four years.

The policy must be clear, understandable and set out:

• How the policy, and also specifically each component of variable remuneration, contributes to business strategy and the long-term interest and sustainability of the company.

All executive directors – development in yearly LTI allocations as a percentage of base salary (left) and DKKm (right)

CEOs – development in yearly LTI allocations as a percentage of base salary (left) and DKKm (right)

CFOs – development in yearly LTI allocations as a percentage of base salary (left) and DKKm (right)

Aggregate board remuneration

Remuneration of chairpersons

Maximum allocation as a percentage of base salary

14% 13% 16% 18%

25% 27% 27%

33% 34% 36%

57% 61%

67%

53% 56%

2013 2014 2015 2016 2017

1.9 2.13.1 3.5 3.9

5.04.0

6.96.2

6.87.2

11.512.2

10.511.4

2013 2014 2015 2016 2017

0%

8%

15%

22% 25%

20%

28% 28% 32%

37%

66%

55%

75%

65%

50%

2013 2014 2015 2016 20170.0

0.6 1.1

1.5

2.2

0.9

1.8 2.0 2.2

2.9

3.6

4.1

5.6 5.4

4.5

2013 2014 2015 2016 2017

1%

10% 13% 13% 12%

30% 35%

29%

18%

31%

58%

91%

57%

26%

51%

2013 2014 2015 2016 20170.1

0.5 0.6 0.6

0.5

1.1 1.3

1.1 1.0

1.4

2.3

3.7

2.7

1.8 2.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

350%

400%

CEO, average: 86%


5.6

3.8

5.0

6.7

5.9

4.0

5.2

6.8

6.1

4.4

5.3

7.1 6.6

4.1

5.5

7.0

Average 25th percentile Median 75th percentile

DKK

m

2014

2015

2016

2017

1.3

0.9

1.3

1.6 1.5

0.8

1.3

1.8

1.4

1.0

1.4

1.6 1.5

0.9

1.4

1.9


DKK

m

0.0

0.5

1.0

1.5

2.0

2.5

3.0

DKK

m

Board members (total) Chairpersons

Male Female

Deputy chairpersons

38

32

188

N/A

9

95

-

0.2

0.4

0.6

0.8

1.0

1.2

Chair Deputy chair Other member

mK

KD

0

5

10

15

20

25

30

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Num

ber o

f Mem

bers

Num

ber o

f Mem

bers

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Danish 58%

British 8%

Swedish 5%

American 5%

Norwegian 5%

French 3%

Irish 2%

German 3%

Finnish 2%

Other (<=1%)* 9%

1.45 1.53

0.99 0.72

-

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

1.80

Danish chairpersons Internationalchairpersons

Danish deputychairpersons

International deputychairpersons

0

2

4

6

8

10

12

14

16

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15

Number of board members

Num

ber o

f Boa

rds

DKK

m

20182017 2019

June 2017 - June 2019Implementation period

9 June 2017Effective date (20 days after publication in the Official journal of the European Union)

20 May 2017Publication in the Official Journal of the European Union

9 September 2018The European Commission adopts implementing acts (at the latest 15 months after effective date)

October 2018Proposal of law with preceding consultation

10 June 2019Effective in Denmark (at the latest 24 months after effective date)




1 column represents 1 chairperson

29%(104)

22%(9)

71%(258) 78%

(32)

100%(38)

Male FemaleMale Female

Male Female

2014

2015

2016

2017

2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

11


• The different components of fixed (including benefits in whatever form) and variable remuneration which can be awarded to directors and indicate their relative proportion.

• How the pay and conditions for employees of the company were taken into account when setting the remuneration policy.

• For awards of variable remuneration, set clear, comprehensive and varied criteria for the award of variable remuneration (including an indication of financial and non-financial criteria including, where appropriate, criteria related to corporate social responsibility) and the methods applied to determine the extent that performance conditions have been achieved.

• The conditions for the company to reclaim variable remuneration as well as any deferral periods applicable to variable remuneration.

• Where share-based remuneration is awarded, specify vesting periods and, where applicable, retention of shares after vesting.

• The duration of directors’ contracts and their notice periods, the main characteristics of supplementary pension or early retirement schemes, the terms applicable in instances of termination, including any payment linked to termination.

• The decision-making process followed for the determination, review and implementation of the policy, including measures to avoid or manage conflicts of interest and, where applicable, the role of the remuneration committee or other committees concerned.

Where the policy is revised, companies should describe and explain all significant changes and how it takes into account the votes and views of shareholders on the policy and reports since the last vote.

The policy, together with the date and the results of the vote, must be publicly disclosed online for as long as it is applicable.

Remuneration reportCompanies will be required to draw up a clear and understandable report on remuneration awarded or due over the last financial year to individual directors, which will be subject to an advisory vote at the annual general meeting.

Member states may allow small and medium-sized companies to submit the report for a discussion at the annual general meeting, rather than an advisory vote.

The report should contain the following information on each individual director’s remuneration:

• Total remuneration split by component

• The relative proportion of fixed and variable remuneration

• An explanation of how total remuneration complies with the adopted policy, including how it contributes to the long-term performance of the company

• Information on how the performance criteria were applied

• A comparison of the annual change in remuneration over the last five years against the evolution of company performance and the average remuneration of employees other than directors (which is to be calculated on a full-time equivalent basis)

• The number of shares/options granted and any applicable performance conditions

• The use of the possibility to reclaim variable remuneration

• An explanation of any deviation from the policy in exceptional circumstances and the indication of the specific elements of remuneration concerned.

The European Commission will adopt guidelines to specify a standardised presentation of this information. The report must be publicly available online for 10 years after publication. Companies must explain in the next remuneration report how the vote (or, where applicable, discussion) at last year’s meeting has been taken into account.

12

Brochure / report title goes here | Section title goes here

The purpose of incentive programmes is to align the interests of executive management with those of the shareholders and to ensure that management works towards achieving goals that are aligned with the company strategy

13

Remuneration in Danish Large Cap Companies | Overview

Remuneration of executive directors can generally be divided into fixed and variable remuneration. Fixed elements include base salary, pension and other remunerations (car, phone, housing benefits, etc.) whereas variable elements typically include short-term bonus and long-term incentives (LTIs). Typically, bonuses are one-year cash-based considerations, while LTIs are longer than one year and may include either cash or share-based pay (shares or options/warrants).

In general, fixed elements of remuneration are aimed at remunerating executive management for expected performance, while the purpose of variable elements is to incentivise extraordinary or exceptional performance. Consequently, variable elements are typically linked to a number of key performance indicators (KPIs) or benchmarks, which must be achieved before variable remuneration is payable.

Variable salary typesVariable remuneration can be either short-term or long-term. Short-term incentives typically refer to bonus arrangements that are settled within the financial year of the company, while long-term incentives apply to arrangements that apply over a period greater than a single financial year. Below is a non-exhaustive overview of different types of LTIs.

The purpose of incentive programmes is to align the interests of executive management with those of the shareholders and to ensure that management works towards achieving goals that are aligned with the company strategy.

The goals of incentive programmes are typically one or more individual or companywide financial and non-financial KPIs, which can be evaluated on an absolute or a relative basis. Examples are relative total shareholder return, absolute EBITDA performance of a division and companywide customer service KPIs.

Overview

Via a monthly salary reduction the employee may save up to buy shares - typically at a discount

The employee buys shares at market value which will be matched by a certain ratio after a number of years, in case the employee has not sold his/her shares or left the company

The employee is granted free shares, which may not be transferred or exercised until certain conditions are met - for example financial goals or ongoing employment

The employee is granted the right to buy existing company shares in the future at a price determined in advance

The employee is granted the right to buy newly issued company shares in the future at a price determined in advance

Programme Description

Employee shares

Matching shares

Performance share unit and restricted stock units

Share-based options

Share-based warrants

Incentive programmes

Base salary Pension Other Bonus Share-basedremuneration

Fixed elements Variable elements

Remuneration components

14

Remuneration in Danish Large Cap Companies | Methodology

DataThe analysis in this report is based on the executive remuneration of companies included in the Danish Large-Cap Index as of March 2018. Data is based strictly on publicly available information obtained from annual reports, company websites, press releases, AGM minutes, remuneration policies, etc. Not all companies report their remuneration with the same level of detail, and the number of companies or executives that are included will vary from one analysis to the other.

Remuneration analysisThe analysis of base salary includes only those individual executive directors where remuneration for the full financial year was provided in the annual report or where it was possible to reasonably pro rata adjust any part-year salary information.

As not all companies in our analysis have the same financial year-ends, we have simply used the latest four financial periods that have been published. Our analysis therefore attempts to reflect, as accurately as possible, the salary levels effective during the financial years from 2013 to 2017. We have not applied any ageing factor to the disclosed salaries.

We have categorised main executive management positions into three main groups – the top full-time executive (CEO), the finance director (CFO) and other executive directors (Other Executive Directors). In some companies, the only executive management are the CEO and the CFO, and hence not all companies are represented in all analyses. It is also worth noting that in some companies where an executive director has left during the year, the details of the new incumbent are not yet known at the time of reporting, or are not disclosed. This means that there will not always be a top full-time executive or finance director for every company.

For the analysis of total remuneration, bonuses and LTIs, all companies where a split was provided for the remuneration of the total executive board or individuals for all five years have been included, leaving 29, 22, 15 and 8 companies for all executive directors, CEOs, CFOs and Other Executive Directors, respectively. We count each company as one

observation in this analysis. In some cases where companies have more than one effective CEO we apply all CEOs as observations.

When analysing base salary, all companies where a breakdown of remuneration was disclosed for individual executive directors for all five years have been included. This includes 22, 15 and 10 individuals for the CEO, CFO and Other Executive Directors categories, respectively. However, for some companies, pension is included in the base salary and for others it is not clear whether the pension is a part of the reported base salary. For this analysis, one executive director is counted as one observation.

We apply individuals as observations for the pension analysis. If a split is not available for an individual, we apply data for pension remuneration of the executive board as a whole. This leaves 93 observations, although for 40 of these observations, a pension does not form a part of the remuneration.

For analysis of LTI programmes, we apply each programme as one observation. This means that all individual programmes of the companies have been included. For the LTI analysis, we exclude cash bonus schemes, leaving 54 programmes.

For the analysis of board salaries, we count each company as an observation. Only one company does not disclose total board remuneration for all of the last four years, leaving 37 observations. 32 companies disclose salaries of the chairperson for all of the last four years, while 22 companies provide a full breakdown of the remuneration of each individual board member.

StatisticsThroughout the report, data is presented by using the following statistics:

• Upper quartile – separates the top 25% of a sample from the bottom 75%

• Median – the middle point of a sample

• Lower quartile – separates the bottom 25% of a sample from the top 75%

• Average – the arithmetic mean of a sample

Methodology

15

Remuneration in Danish Large Cap Companies | Total remuneration of executive directors

Total remunerationAccording to IFRS, executive remuneration must be disclosed in a company’s annual report. The level of detail that companies disclose varies, with some companies disclosing remuneration for each executive director, while others disclose remuneration only for the group of executive directors as a whole. Remuneration is typically disclosed on the different types of pay (base salary, pension, bonus and LTI), but for a small number of companies remuneration is only disclosed at a total level. Below we highlight the level of executive compensation detail disclosed across different groups in 2017:

Below we show the composition of remuneration of executive directors for the last four years. Around 54% of executive directors’ remuneration consisted of base salary in 2017, while variable pay (bonus and LTI) comprised around 36%. During the last four years,

the split between fixed and variable pay has remained relatively steady; in 2017, variable pay accounted for 1% more compared to 2014. Average base salary of executive directors also increased considerably during this period (see below), while bonus and LTI payments increased even more.

Total remuneration of executive directors

Source: Deloitte analysis Note: Companies that did not disclose executive management remuneration split have been excluded. Only companies for which executive director remuneration was disclosed in each of the last four years have been included. This includes 31 companies.


2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0

>>

Companies disclosing a remuneration breakdown for:

The total executive board 37 of 38 97%

CEOs 31 of 39 79%

CFOs 23 of 34 68%

All individual executive directors 10 of 33 30%

16


The figure below shows that CEOs received between 35% and 40% of their remuneration in the form of variable pay between 2014 and 2017. Like executive directors in general, CEOs’ variable remuneration in

general has been relatively stable in recent years, having increased more significantly between 2014 and 2015.

Source: Deloitte analysis Note: Companies that did not disclose their CEO’s remuneration split have been excluded. Only companies for which CEO remuneration was disclosed in each of the last four years have been included. Further, we apply both CEOs for GN Store Nord. This includes 22 companies and 23 observations.

Source: Deloitte analysis Note: Companies that did not disclose their CFO’s remuneration split have been excluded. Only companies for which CFO remuneration was disclosed in each of the last four years have been included. This includes 16 companies.

A similar analysis for CFOs reveals that variable pay made up 38% of their total pay package in 2017, which is 2% lower compared to 2014 when variable pay accounted for 40% of total remuneration. Moreover,

we saw a noticeable fall in the proportion of pay in the form of variable remuneration in 2016, although this appears to have reversed somewhat in 2017.


2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0


2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0

17


6. Bechmann, K. L. og K. T. Nielsen (2012): ”Fremtidens ledelsesaflønning – hvad siger selskabernes overordnede retningslinjer for incitamentsaflønning?”, Finans/Invest 4, p. 12-19

By comparing the development of variable pay over time for CEOs, CFOs and Other Executive Directors, we observe that, historically, CFOs have received a higher proportion of their total remuneration as variable pay compared to CEOs and Other Executive Directors.

Interestingly, we saw CFO variable remuneration fall in 2016, but in 2017, it appears that the proportion of variable remuneration in executive director pay packages has converged so that the three groups of directors receive a similar proportion.

Source: Deloitte analysis Note: The samples of CEOs, CFOs and Other are not the same size, since we have excluded companies that did not disclose individual remuneration for 2013-2017, leaving 22, 15 and 8 companies for CEOs, CFOs and Other Executive Directors, respectively. Further, we apply both CEOs for GN Store Nord.

Comparison with previous studiesBechmann & Nielsen (2012)6 compares the composition of remuneration for CEOs in Danish listed companies with similar studies from other countries. The figure below illustrates the results divided into four categories (“Fixed salary”, “Other”, “Bonus” and “LTI”). The results indicate that base salary constitutes a relatively large share of 62% of total remuneration for

Danish CEOs compared with the US and the UK, where base salary is only 29% and 46% of total remuneration, respectively.

These results, which are based on data available in the 2010 annual reports, are consistent with the findings of our study, which show that remuneration of Danish executives in 2013 consisted mainly of a base salary (62%).


2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0

>>

18


Source: The results for the US, the UK and Continental Europe are from Conyen et al. (2011) and are based on information on remuneration in annual reports. The results for other pay in Denmark are from Bechmann (2011c) and are from an analysis of 39 listed companies in Denmark, with information based on the remuneration disclosed in annual reports. “Fixed salary”, “Bonus” and “LTI” for Denmark are based on an average for 114 listed companies (94 with incentive-based payment and 20 without).


2 spalter

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2 spalter

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10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0

However, as already mentioned, our study indicates that base salary’s relative share of total remuneration decreased between 2014 and 2017. This indicates an increasing alignment of the remuneration policies of Danish companies with the remuneration policies in the US, the UK and Continental Europe. We expect this development to continue in the coming years.

Having established an overview of the components of the executive remuneration package, we now take a closer look at the different parts of the remuneration, one by one.

We expect that, over the coming years, the remuneration characteristics of Danish executive management will become more aligned with international practices, such those applied in the UK and Continental Europe

20

Remuneration in Danish Large Cap Companies | Base salary

Base salary

When looking at base salary, we have divided the observations into three groups: CEOs, CFOs and Other Executive Directors. For CEOs, the distribution of base salary in 2017 is depicted below, along with the development of the 25th, the median (50th percentile) and the 75th percentiles during the last five years.

In 2017, CEO base salary ranged between DKK 3.7m and DKK 12.0m, with the CEO of Carlsberg receiving the highest base salary. The median base salary has increased in each of the last four years, most recently at DKK 8.2m in 2017. This corresponds to an increase of c. 7% p.a. from 2013 to 2017. Median CEO base salaries increased by 4.3% in 2017 compared to 2016.

Source: Deloitte analysis Note: The graph to the left represents the 31 CEOs where base salary was disclosed in 2017, whereas the graph to the right represents the 22 CEOs where base salary was disclosed in all five years. For GN Store Nord, both CEOs have been included.


2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0

21


The median CFO base salary was DKK 4.6m in 2017, having fallen by c. 8% in the most recent year alone. As a result, median CFO base salaries were the same in 2017 as they were in 2013. However, salaries at both the 25th and 75th percentiles have shown an increase

of 2.3% and 0.9% p.a., respectively since 2013. When looking at CFO turnover we have generally seen that companies that replaced their CFOs over the past few years have initially paid the successor a lower base salary.

Source: Deloitte analysis Note: The graph to the left represents the 23 CFOs where base salary was disclosed in 2017, whereas the graph to the right represents the 15 CFOs where base salary was disclosed in all five years.


2 spalter

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2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0

>>

22


For Other Executive Directors, the median base salary was DKK 5.5m, which is higher than that of CFOs. This is partly due to some roles, such as deputy CEOs, interim CEOs or other executive officers, receiving higher remuneration than the CFO.

Source: Deloitte analysis Note: The graph to the left represents the 30 Other Executive Directors where base salary was disclosed in 2017, whereas the graph to the right represents the 10 Other Executive Directors where base salary was disclosed over the last five years.


2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0

23

Remuneration in Danish Large Cap Companies | Pension

Pension

In order to benchmark executive pensions we measure pension contributions as a percentage of annual salary. Pension contributions for 2017 are depicted below for all disclosed executive directors. 38 of the 86 executive directors (where individual pension compensation was disclosed) received no

In 2016, the average pension contribution for CEOs, CFOs, Other Executive Directors and Groups was 21%, 19%, 21% and 15%, respectively

direct pension contribution in 2017. Among those who did, there was a large dispersion, with pension contributions ranging between 3% and 52% of base salary. Furthermore, it appears that CEOs received higher pension contributions than CFOs and Other Executive Directors, on average.

Source: Deloitte analysis Note: All individual executive directors with disclosed pension and base salary have been included in the chart split into three categories: CEO (15 observations), CFO (12 observations) and Other Executive Directors (22 observations). Companies that only disclosed salary and pension for the management group as a whole, have been included in the Group category (four observations). All companies disclosed individual and/or overall executive management remuneration in 2017 (there were 16 companies that did not include a pension as part of their executive management’s overall compensation package).


2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0

>>

24

Remuneration in Danish Large Cap Companies | Bonus

Below we present the actual payout of short-term bonus as a percentage of annual salary. 20 of the 81 executive directors (where individual bonus payments were disclosed) received no direct bonus in 2017. As can be seen from the figure below, for those who did receive a bonus in 2017, payout varied

Looking at the development from 2013 to 2017, median bonus payout across all executive directors increased from 25% to 35% of base salary. In the same period, there was also a large dispersion of relative bonus payouts between the 25th and 75th percentiles. In

considerably and was observed between 4% and 108% of base salary. Similar to last year, we observe that CEOs received the largest average bonus payments, compared to CFOs and Other Executive Directors.

nominal amounts, the median bonus payout increased from DKK 1.6m to DKK 3.5m for CEOs and from DKK 1.3m to DKK 2.1m for CFOs. This corresponds to an increase of 21.5% p.a. and 13.3% p.a., respectively.

Bonus

Source: Deloitte analysis Note: All individual executive directors with disclosed short-term bonus and base salary have been included in the CEO (21), CFO (18) and Other Executive Directors (18) categories. Companies that only disclosed salary and pension for the management group as a whole have been included in the Group category (six). Companies that did not disclose individual or overall executive management salary split have been excluded. 36 companies have been included in 2017.


2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0

25


Source: Deloitte analysis. Note: Companies that did not disclose their CEO remuneration breakdown have been excluded. Only observations disclosed for each of the last five years have been included, leaving 22 companies.

Source: Deloitte analysis. Note: Companies that did not disclose their CFO remuneration breakdown have been excluded. Only observations disclosed for each of the last five years have been included, leaving 15 companies.

Source: Deloitte analysis. Note: Companies that did not disclose their overall executive management remuneration breakdown have been excluded. Only observations disclosed for each of the last five years have been included, leaving 30 companies.


2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0


2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0


2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0

26


Maximum bonus allocation as a percentage of base salaryThrough their remuneration policies, companies set a cap on the size of bonus issuance as a percentage of base salary, which in some cases can be significantly higher than what executives have actually been paid in recent years. In the chart below, we show the maximum permissible bonus payment as a percentage

of base salary for all companies where these limits were disclosed in 2017. As can be seen, the maximum payments vary considerably across the companies shown, ranging from 25% all the way up to 300%. In almost all cases, the CEO’s cap is set higher than, or the same as, other executive directors. The average cap was 88% for CEOs and 79% for other executive directors.


2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0

Source: Deloitte analysis

27


Bonus and LTI substitutionTo establish whether there is a systematic link between variable and fixed elements of compensation packages, we have looked at whether a substitution effect existed between short-term and long-term incentive elements. That is, we have investigated whether executive directors who receive a small portion of their total

compensation as a bonus tend to receive a larger part of their remuneration as LTI and vice versa. Below we have compared bonus and LTI as a percentage of total fixed remuneration in a scatterplot.

As apparent from the graph, there is no clear tendency of LTI and bonus substitution.

Source: Deloitte analysis Note: Companies that did not display bonus and LTI remuneration in 2017 have been excluded, leaving 33 companies.


2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0

28

Remuneration in Danish Large Cap Companies | Long-term incentives (LTIs)

Of the 38 companies analysed, there were only six companies that did not have an active LTI programme in 2017. The remaining 32 companies have 55 separate LTI programmes. A limited number of LTI programmes are essentially two different programmes merged as one, for example some LTI programmes consist of both share options and RSUs. To improve the comparability of LTI programmes, we have treated these programmes as two separate programmes throughout this analysis. When looking at the structure of the different LTI

Vesting criteria for LTI programmes as of 2017In order to give management incentive to make the right decisions, the variable payment is conditional on some set of vesting criteria, which measure the performance of the executive whom would receive the variable pay. If the receiver does not meet the vesting criteria, all or part of the receiver’s variable pay may lapse. Of the 55 active LTI programmes in 2017, 10 applied no vesting criteria. Of those that did, we see large differences in the types of vesting criteria applied in the different LTI programmes and the level of detail disclosed about them.

programmes, we have included only programmes that are still active, as the objective of this analysis is to describe the LTI schemes currently being applied by companies. In the chart below we have classified the individual company programmes into five categories as presented in the introduction, namely “Matching shares”, “Performance Share Units (PSUs)”, “Restricted Stock Units (RSUs)”, “Options” and “Warrants”. As seen from the table, the RSU structure is the most commonly used structure, followed by PSU and Options.

As illustrated below, it is clear that there is a large variation in the vesting criteria between programmes and that no clear consensus exists. As vesting criteria are often customised for companies and strategies and in some cases for individual participants, some diversity in the applied vesting criteria is to be expected.

In terms of disclosure, 9% of the 45 programmes did not clearly disclose what vesting criteria applied, while 18% did not clearly disclose whether vesting criteria applied at all. This is clearly an area where Danish Large-Cap Companies could improve disclosure.

Long-term incentives (LTIs)



2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0

There were 32 companies with 55 separate, active LTI programmes, in 2017

29


We also look at whether vesting criteria are measured on a personal or companywide basis. Personal vesting criteria are performance measures solely or mainly at an individual level, while companywide-vesting criteria are performance measures at an organisational level.

Regarding company disclosure of measurement on an individual or companywide basis, 13 of the 31 companies, which have active LTI programmes, chose not to disclose this information on any of their LTI programmes. Among the companies that did disclose their valuation basis, there is a clear tendency of evaluation being on a companywide basis.

Looking at how the vesting criteria are evaluated, it is apparent that only a limited number of companies disclose whether they measure their criteria on an absolute or a relative basis:

• Relative basis: those measures that are evaluated relative to other companies, industry groups or stock indices.

• Absolute basis: those measures that are solely related to the issuing firm. For example, this could be a static threshold or Total Shareholder Return (TSR) higher than latest three-year period.

Source: Deloitte analysis. Note: “Unknown” indicates that the company did not disclose whether vesting criteria applied, whereas “Undisclosed” indicates an LTI programme that has vesting criteria which were undisclosed and “None” indicates the scheme did not apply vesting criteria. Note: “Other financial KPIs” includes both unspecified financial KPIs and financial KPIs other than those shown in the table. Similarly, “Other non-financial KPIs” includes both unspecified non-financial KPIs and non-financial KPIs other than those shown in the table. Note: Figures do not sum to 100%, as an LTI programme can have more than one vesting criterion.


2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0

Source: Deloitte analysis. We have excluded those schemes where it is unclear whether vesting criteria apply, resulting in a sample size of 34 schemes. “Undisclosed” above indicates that the scheme does apply vesting criteria but it is unclear what they are.

How companies measure vesting criteria

Absolute / relative

Absolute 26%

Both 15%

Relative 21%

Undisclosed 38%

Total 62%

Individual or companywide

Both 18%

Companywide 50%

Individual 9%

Undisclosed 24%

Total 76%

>>

30


Valuation LTI is measured according to the principles set out by IFRS 2. Typically, the fair value is determined on the allocation date expensed linearly over the vesting period. Most LTI schemes either offer options or include embedded options, which means that the value cannot directly be measured but must be estimated by a valuation model. Below we have shown an overview of the valuation methodologies disclosed

by companies. We observe that the most common framework for valuation of LTI programmers is the Black-Scholes7 framework. This framework is applied for the valuation of 53% of LTI programmes. Perhaps most notably, 25% of LTI programmes do not have a clearly disclosed valuation method. The final 21% of programmes apply a Monte Carlo valuation method or use the company’s share price.

7. Black, F. och M. Scholes, 1973, Tthe Pricing of Options and Corporate Liabilities”, Journal of Political Economy, Vol 81, pp. 637-654.

Source: Deloitte analysis.

Valuation methodology

Black-Scholes 53%

Monte Carlo 5%

Share Price 16%

Undisclosed 25%

Total 100%

31


The disclosed fair value of most LTI programmes only partly represents the potential maximum payout at exercise or programme expiry. Moreover, as IFRS 2 permits a number of adjustments concerning vesting criteria, such as assumptions about expected employee turnover and expected employment period, the fair value disclosed may well be significantly lower than the actual maximum economic value of the warrants at grant.

Vesting period and durationThe vesting period is the period when performance is

evaluated to determine the size of LTI payments. The duration of the LTI programme is the time until the LTI programme expires at which point the remaining outstanding LTI units or shares would typically lapse.

The average vesting period of LTI programmes, and indeed by far the most common is c. 3 years. For programme duration, the average time is c. 5 years, although there is more variation compared to the vesting period. We expect that this variation reflects that LTI in general is linked to firm-specific strategies, which may have different time horizons.



2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0

>>

32


LTI programme size and issuanceCompanies that use LTI programmes as part of their remuneration package assume a potential liability, which is typically linked to the development of the company’s share price. One way of hedging this liability is through the purchase of own shares held in treasury until the options or warrants are exercised. Shares may also be held in treasury for other reasons, but comparing the number of treasury shares to outstanding LTI share equivalents gives some indication as to whether the companies are able to and do hedge their exposure using treasury shares.

We therefore compare the number of each company’s own treasury shares with the aggregated size of the company’s LTI programmes – both measured as a percentage of outstanding shares. From the figure below it is clear that the size of different LTI programmes is diverse, which is also the case for the number of shares that companies hold in treasury. However, it is clear that the majority of companies hold more treasury shares than outstanding LTI share equivalents.

Source: Deloitte analysis Note: When outstanding shares are undisclosed, total shares are used as a proxy. Note: All companies that disclose the number of outstanding LTI units for at least one LTI programme have been included, leaving 25 companies.


2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0

33


In the graph below the size of yearly LTI issuance of shares or share equivalents during the last five years can be seen. Total yearly issuance of LTI also includes other key employees and not only executive management. As seen in the figure below, the median LTI issuance level increased from 0.10% to 0.19% between 2013 and 2017. The median and upper percentiles have both increased, while the lower

percentile has remained relatively stable. With a five-year average duration, yearly issuance of between 0.2% (median) and 0.35% (75th percentile) of the share capital implies that the total size of programmes will comprise between 1.0% and 1.8% of the total share capital. Compared to the current average size of LTI programmes (c. 1.4%), this indicates that the sizes of LTI programmes could remain at similar levels in the near future.

Source: Deloitte analysis Note: Only active programmes have been included. Note: Only programmes with disclosed LTI issuance amount in all five years have been included in the graph, leaving 23 programmes.


2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

10 0

21

01 1

10

19

2

-

2

4

6

8

10

12

14

16

18

20

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018

re

bm

uN


58%

56%

56%

54%

6%

6%

6%

6%

1%

1%

1%

3%

18%

18%

17%

17%

17%

19%

19%

20%

2014

2015

2016

2017


CEOs

57%

52%

53%

53%

6%

6%

6%

6%

1%

1%

1%

2%

19%

22%

19%

19%

17%

19%

21%

21%

2014

2015

2016

2017


CFOs


54%

53%

59%

54%

6%

6%

6%

6%

1%

1%

1%

2%

17%

19%

17%

19%

23%

22%

16%

19%

2014

2015

2016

2017


30%

35%

40%

38% 38%

35%

39% 39%

32%

38%

26%

29%

31% 30%

37%

2013 2014 2015 2016 2017

CEO CFO Other


29%

46%

55%

62%

6%

9%

13%

5%

20%

18%

21%

20%

46%

28%

12%

14%

US

UK

ContinentalEurope

Denmark




0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

DKK

m


4.7

5.2

5.55.8

6.56.4

6.9 7.0

7.9

8.28.4

8.7

9.3

9.69.8

2013 2014 2015 2016 2017



0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

DKK

m


3.9

3.7

3.3

3.9 4.0

4.5

4.3

4.6

4.8

4.6

5.3

5.4

6.0 6.16.0

2013 2014 2015 2016 2017

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

DKK

m


2.72.9

3.2 3.23.1

4.1

4.5

4.8

5.3

5.5

5.9 5.96.1

6.46.5

2013 2014 2015 2016 2017

0%

10%

20%

30%

40%

50%

60%











0%

20%

40%

60%

80%

100%

120%






5%

16% 10% 11%

18%

30% 28%

43% 39%

45% 49%

57%

82%

67% 67%

2013 2014 2015 2016 2017

0.4 0.9 0.9 1.1

2.0 1.6

2.4 2.4 2.9

3.5

4.4

3.4

5.7 5.8 5.4

2013 2014 2015 2016 2017

2013 2014 2015 2016 2017 2013 2014 2015 2016 2017

21% 22%

15% 11% 13%

37% 36%

46%

30%

44% 47% 51%

67%

48%

58%

2013 2014 2015 2016 2017

0.9 1.0 0.7

0.6 0.6

1.3

1.6 1.4

1.6

2.1 2.3 2.4

3.2

2.8 3.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

CEO, average: 87%





Vesting criteria




0%

20%

40%

60%

80%

100%

120%

140%

160%

0% 20% 40% 60% 80% 100%

LTI

Bonus

25%

35%

20%

7%

13%

PSU

RSU

Options

Matching shares

Warrants

38%

11%

7%

16%

7%

11%

4%

4%

-

9%

18%

20%


EBITDA/EBIT


TSR/share price

EPS

Revenue

Cash flow

Individual


Undisclosed

Unknown

None

-

5

10

15

20

25

30

35

40

45

- 1 2 3 4 5 6 7 8 9



Num

ber o

f pro

gram

mes

Number of years

0%

1%

2%

3%

4%

5%

6%

7%

8%



0.04% 0.03%

0.05%

0.03% 0.04%

0.10% 0.09%

0.17%

0.12%

0.19%

0.26%

0.24%

0.34% 0.33%

0.35%

2013 2014 2015 2016 2017







6%

19% 19% 15% 15%

25%

37% 40% 40% 35%

47%

56%

67% 64% 58%

1.72.5 3.0

3.7 3.64.0

6.1 6.2 6.0 6.3

9.110.3

13.1

10.810.0

>>

34


As an alternative measure of the size of LTI programmes, we also measured the yearly LTI payment to an executive director as a percentage of the respective director’s base salary. Our analysis shows that the median executive director received 36% in LTI as a proportion of base salary in 2017, which generally increased each year since 2013 when the same figure was 27%. For a CEO in 2017, the median LTI allocation was 37%, which is equivalent to over four months’

base salary. The trends during the last four years are different for the three groups, with CEOs and all executive directors showing a general increase, while CFO allocations fell between 2013 and 2016, before increasing again in the most recent year to 31%.

We observe median nominal LTI allocations of DKK 6.8m, DKK 2.9m and DKK 1.4m in 2017 for all executive directors, CEOs and CFOs, respectively.

Source: Deloitte analysis. Note: Companies that did not disclose an overall executive management remuneration breakdown have been excluded. Only observations disclosed for the entire period have been included, leaving 30 companies.

Source: Deloitte analysis. Note: Companies that did not disclose their CEO remuneration breakdown have been excluded. Only observations disclosed for each of the last five years have been included, leaving 22 companies.







14% 13% 16% 18%

25% 27% 27%

33% 34% 36%

57% 61%

67%

53% 56%

2013 2014 2015 2016 2017

1.9 2.13.1 3.5 3.9

5.04.0

6.96.2

6.87.2

11.512.2

10.511.4

2013 2014 2015 2016 2017

0%

8%

15%

22% 25%

20%

28% 28% 32%

37%

66%

55%

75%

65%

50%

2013 2014 2015 2016 20170.0

0.6 1.1

1.5

2.2

0.9

1.8 2.0 2.2

2.9

3.6

4.1

5.6 5.4

4.5

2013 2014 2015 2016 2017

1%

10% 13% 13% 12%

30% 35%

29%

18%

31%

58%

91%

57%

26%

51%

2013 2014 2015 2016 20170.1

0.5 0.6 0.6

0.5

1.1 1.3

1.1 1.0

1.4

2.3

3.7

2.7

1.8 2.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

350%

400%

CEO, average: 86%


5.6

3.8

5.0

6.7

5.9

4.0

5.2

6.8

6.1

4.4

5.3

7.1 6.6

4.1

5.5

7.0


DKK

m

2014

2015

2016

2017

1.3

0.9

1.3

1.6 1.5

0.8

1.3

1.8

1.4

1.0

1.4

1.6 1.5

0.9

1.4

1.9


DKK

m

0.0

0.5

1.0

1.5

2.0

2.5

3.0

DKK

m


Male Female

Deputy chairpersons

38

32

188

N/A

9

95

-

0.2

0.4

0.6

0.8

1.0

1.2


mK

KD

0

5

10

15

20

25

30

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Num

ber o

f Mem

bers

Num

ber o

f Mem

bers

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Danish 58%

British 8%

Swedish 5%

American 5%

Norwegian 5%

French 3%

Irish 2%

German 3%

Finnish 2%

Other (<=1%)* 9%

1.45 1.53

0.99 0.72

-

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

1.80




0

2

4

6

8

10

12

14

16

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15


Num

ber o

f Boa

rds

DKK

m

20182017 2019











29%(104)

22%(9)

71%(258) 78%

(32)

100%(38)


Male Female

2014

2015

2016

2017

2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter







14% 13% 16% 18%

25% 27% 27%

33% 34% 36%

57% 61%

67%

53% 56%

2013 2014 2015 2016 2017

1.9 2.13.1 3.5 3.9

5.04.0

6.96.2

6.87.2

11.512.2

10.511.4

2013 2014 2015 2016 2017

0%

8%

15%

22% 25%

20%

28% 28% 32%

37%

66%

55%

75%

65%

50%

2013 2014 2015 2016 20170.0

0.6 1.1

1.5

2.2

0.9

1.8 2.0 2.2

2.9

3.6

4.1

5.6 5.4

4.5

2013 2014 2015 2016 2017

1%

10% 13% 13% 12%

30% 35%

29%

18%

31%

58%

91%

57%

26%

51%

2013 2014 2015 2016 20170.1

0.5 0.6 0.6

0.5

1.1 1.3

1.1 1.0

1.4

2.3

3.7

2.7

1.8 2.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

350%

400%

CEO, average: 86%


5.6

3.8

5.0

6.7

5.9

4.0

5.2

6.8

6.1

4.4

5.3

7.1 6.6

4.1

5.5

7.0


DKK

m

2014

2015

2016

2017

1.3

0.9

1.3

1.6 1.5

0.8

1.3

1.8

1.4

1.0

1.4

1.6 1.5

0.9

1.4

1.9


DKK

m

0.0

0.5

1.0

1.5

2.0

2.5

3.0

DKK

m


Male Female

Deputy chairpersons

38

32

188

N/A

9

95

-

0.2

0.4

0.6

0.8

1.0

1.2


mK

KD

0

5

10

15

20

25

30

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Num

ber o

f Mem

bers

Num

ber o

f Mem

bers

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Danish 58%

British 8%

Swedish 5%

American 5%

Norwegian 5%

French 3%

Irish 2%

German 3%

Finnish 2%

Other (<=1%)* 9%

1.45 1.53

0.99 0.72

-

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

1.80




0

2

4

6

8

10

12

14

16

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15


Num

ber o

f Boa

rds

DKK

m

20182017 2019











29%(104)

22%(9)

71%(258) 78%

(32)

100%(38)


Male Female

2014

2015

2016

2017

2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

35


To put these numbers into perspective, we look at the maximum LTI allocation as a percentage of base salary according to the guidelines of the LTI programmes where disclosed. The maximum permissible allocations are shown in the figure below, where we can observe

a large variation, from company to company, in the maximum LTI allocation as a percentage of base salary. The average and median values for CEOs are 86% and 50%, respectively, while maximum permissible allocations vary from 10% all the way up to 400%.

Source: Deloitte analysis. Note: Companies that did not disclose their CFO remuneration breakdown have been excluded. Only observations disclosed for each of the last five years have been included, leaving 15 companies.








14% 13% 16% 18%

25% 27% 27%

33% 34% 36%

57% 61%

67%

53% 56%

2013 2014 2015 2016 2017

1.9 2.13.1 3.5 3.9

5.04.0

6.96.2

6.87.2

11.512.2

10.511.4

2013 2014 2015 2016 2017

0%

8%

15%

22% 25%

20%

28% 28% 32%

37%

66%

55%

75%

65%

50%

2013 2014 2015 2016 20170.0

0.6 1.1

1.5

2.2

0.9

1.8 2.0 2.2

2.9

3.6

4.1

5.6 5.4

4.5

2013 2014 2015 2016 2017

1%

10% 13% 13% 12%

30% 35%

29%

18%

31%

58%

91%

57%

26%

51%

2013 2014 2015 2016 20170.1

0.5 0.6 0.6

0.5

1.1 1.3

1.1 1.0

1.4

2.3

3.7

2.7

1.8 2.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

350%

400%

CEO, average: 86%


5.6

3.8

5.0

6.7

5.9

4.0

5.2

6.8

6.1

4.4

5.3

7.1 6.6

4.1

5.5

7.0


DKK

m

2014

2015

2016

2017

1.3

0.9

1.3

1.6 1.5

0.8

1.3

1.8

1.4

1.0

1.4

1.6 1.5

0.9

1.4

1.9


DKK

m

0.0

0.5

1.0

1.5

2.0

2.5

3.0

DKK

m


Male Female

Deputy chairpersons

38

32

188

N/A

9

95

-

0.2

0.4

0.6

0.8

1.0

1.2


mK

KD

0

5

10

15

20

25

30

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Num

ber o

f Mem

bers

Num

ber o

f Mem

bers

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Danish 58%

British 8%

Swedish 5%

American 5%

Norwegian 5%

French 3%

Irish 2%

German 3%

Finnish 2%

Other (<=1%)* 9%

1.45 1.53

0.99 0.72

-

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

1.80




0

2

4

6

8

10

12

14

16

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15


Num

ber o

f Boa

rds

DKK

m

20182017 2019











29%(104)

22%(9)

71%(258) 78%

(32)

100%(38)


Male Female

2014

2015

2016

2017

2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter







14% 13% 16% 18%

25% 27% 27%

33% 34% 36%

57% 61%

67%

53% 56%

2013 2014 2015 2016 2017

1.9 2.13.1 3.5 3.9

5.04.0

6.96.2

6.87.2

11.512.2

10.511.4

2013 2014 2015 2016 2017

0%

8%

15%

22% 25%

20%

28% 28% 32%

37%

66%

55%

75%

65%

50%

2013 2014 2015 2016 20170.0

0.6 1.1

1.5

2.2

0.9

1.8 2.0 2.2

2.9

3.6

4.1

5.6 5.4

4.5

2013 2014 2015 2016 2017

1%

10% 13% 13% 12%

30% 35%

29%

18%

31%

58%

91%

57%

26%

51%

2013 2014 2015 2016 20170.1

0.5 0.6 0.6

0.5

1.1 1.3

1.1 1.0

1.4

2.3

3.7

2.7

1.8 2.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

350%

400%

CEO, average: 86%


5.6

3.8

5.0

6.7

5.9

4.0

5.2

6.8

6.1

4.4

5.3

7.1 6.6

4.1

5.5

7.0


DKK

m

2014

2015

2016

2017

1.3

0.9

1.3

1.6 1.5

0.8

1.3

1.8

1.4

1.0

1.4

1.6 1.5

0.9

1.4

1.9


DKK

m

0.0

0.5

1.0

1.5

2.0

2.5

3.0

DKK

m


Male Female

Deputy chairpersons

38

32

188

N/A

9

95

-

0.2

0.4

0.6

0.8

1.0

1.2


mK

KD

0

5

10

15

20

25

30

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Num

ber o

f Mem

bers

Num

ber o

f Mem

bers

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Danish 58%

British 8%

Swedish 5%

American 5%

Norwegian 5%

French 3%

Irish 2%

German 3%

Finnish 2%

Other (<=1%)* 9%

1.45 1.53

0.99 0.72

-

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

1.80




0

2

4

6

8

10

12

14

16

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15


Num

ber o

f Boa

rds

DKK

m

20182017 2019











29%(104)

22%(9)

71%(258) 78%

(32)

100%(38)


Male Female

2014

2015

2016

2017

2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

>>

36


GovernanceFor all companies, with the exception of a few, the remuneration policies and incentive pay guidelines are readily accessible on their websites. The remuneration policies vary in the level of detail, but in general offer good descriptions of the companies’ policies. These policies include details on whether caps have been implemented with regard to the maximum size of yearly bonus and LTI awards/allocations. 29 of the 35 companies that permit LTI programmes have applied caps on LTI allocations, while all companies with bonus programmes have caps in place.

A little over half of companies, based on information from remuneration policies, have adopted clawback provisions for malus or material misstatement.

One company has moreover applied a cap to the maximum payout of the LTI at exercise, a trend that is also increasingly seen in an international context.

For financial companies there are specific regulations set out for variable pay, including requirements for deferral of payout of variable awards. The OMX Large-Cap Index includes eight financial institutions, however, as Spar Nord does not apply variable remuneration, our sample below only includes seven financial institutions. Interestingly, three out of 30 non-financial companies have also adopted deferral of variable pay.


Deferral

Non-financial Financial Total

Apply deferral 3 3 6

Do not apply deferral 26 3 29

Not clearly disclosed 1 1 2

Total 30 7 37


Clawback

Non-financial Financial Total

Apply clawback 13 5 18

Do not apply clawback 15 2 17

Not clearly disclosed 2 - 2

Total 30 7 37

37


Executive Shareholding GuidelinesIn this section we look at companies with published shareholding guidelines for executives. Only two companies had disclosed these in 2017 (we were not able to discern whether companies did have guidelines but have chosen not to disclose them), one of which expressed their guideline shareholding as a range rather than a specific amount of base salary. Of these two companies, the average guideline shareholding was 150% and 116% of base salary for CEOs and CFOs respectively, while the actual shareholding was 115% and 74%.

We also looked at the average actual shareholding as a percentage of base salary across all companies, where this was disclosed, and found that CEOs held a significantly higher percentage of stock relative to their base salary compared with CFOs, of 316% compared 102%.

We expect that over the coming years, more companies will adopt shareholding guidelines as more attention is drawn to the issue of aligning shareholder and management interests.

38

Remuneration in Danish Large Cap Companies | Board remuneration

Board remuneration

Looking at the development in board remuneration, there is a tendency of a general increase from year to year, as the average and median (50th percentile) indicate. The top and bottom 25% of boards were paid less in 2017 compared to 2016. Over the four-year period from 2014 to 2017, the average remuneration increase that boards experienced was c. 6% p.a.

have been some more volatile changes at the 25th and 75th percentiles, which leads to an average annual increase of c. 3% p.a. from 2014 to 2017.

37 of the 38 companies in consideration disclosed aggregated remuneration of the board in each of the years 2014 to 2017. Nilfisk was the only company that did not, although we note that Nilfisk was only first listed in 2017. Only six companies did not disclose remuneration of the chairpersons from 2014 to 2017.

From the median, a similar increase can be seen in the remuneration of chairpersons. From year to year, there is a steady increase in remuneration, although there

Source: Deloitte analysis Note: Only companies that disclosed aggregate board remuneration from 2014 to 2017 have been included, leaving 37 companies.

Source: Deloitte analysis Note: Only companies that disclosed chairperson remuneration over the last four years have been included, leaving 32 companies.







14% 13% 16% 18%

25% 27% 27%

33% 34% 36%

57% 61%

67%

53% 56%

2013 2014 2015 2016 2017

1.9 2.13.1 3.5 3.9

5.04.0

6.96.2

6.87.2

11.512.2

10.511.4

2013 2014 2015 2016 2017

0%

8%

15%

22% 25%

20%

28% 28% 32%

37%

66%

55%

75%

65%

50%

2013 2014 2015 2016 20170.0

0.6 1.1

1.5

2.2

0.9

1.8 2.0 2.2

2.9

3.6

4.1

5.6 5.4

4.5

2013 2014 2015 2016 2017

1%

10% 13% 13% 12%

30% 35%

29%

18%

31%

58%

91%

57%

26%

51%

2013 2014 2015 2016 20170.1

0.5 0.6 0.6

0.5

1.1 1.3

1.1 1.0

1.4

2.3

3.7

2.7

1.8 2.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

350%

400%

CEO, average: 86%


5.6

3.8

5.0

6.7

5.9

4.0

5.2

6.8

6.1

4.4

5.3

7.1 6.6

4.1

5.5

7.0


DKK

m

2014

2015

2016

2017

1.3

0.9

1.3

1.6 1.5

0.8

1.3

1.8

1.4

1.0

1.4

1.6 1.5

0.9

1.4

1.9


DKK

m

0.0

0.5

1.0

1.5

2.0

2.5

3.0

DKK

m


Male Female

Deputy chairpersons

38

32

188

N/A

9

95

-

0.2

0.4

0.6

0.8

1.0

1.2


mK

KD

0

5

10

15

20

25

30

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Num

ber o

f Mem

bers

Num

ber o

f Mem

bers

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Danish 58%

British 8%

Swedish 5%

American 5%

Norwegian 5%

French 3%

Irish 2%

German 3%

Finnish 2%

Other (<=1%)* 9%

1.45 1.53

0.99 0.72

-

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

1.80




0

2

4

6

8

10

12

14

16

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15


Num

ber o

f Boa

rds

DKK

m

20182017 2019











29%(104)

22%(9)

71%(258) 78%

(32)

100%(38)


Male Female

2014

2015

2016

2017

2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter







14% 13% 16% 18%

25% 27% 27%

33% 34% 36%

57% 61%

67%

53% 56%

2013 2014 2015 2016 2017

1.9 2.13.1 3.5 3.9

5.04.0

6.96.2

6.87.2

11.512.2

10.511.4

2013 2014 2015 2016 2017

0%

8%

15%

22% 25%

20%

28% 28% 32%

37%

66%

55%

75%

65%

50%

2013 2014 2015 2016 20170.0

0.6 1.1

1.5

2.2

0.9

1.8 2.0 2.2

2.9

3.6

4.1

5.6 5.4

4.5

2013 2014 2015 2016 2017

1%

10% 13% 13% 12%

30% 35%

29%

18%

31%

58%

91%

57%

26%

51%

2013 2014 2015 2016 20170.1

0.5 0.6 0.6

0.5

1.1 1.3

1.1 1.0

1.4

2.3

3.7

2.7

1.8 2.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

350%

400%

CEO, average: 86%


5.6

3.8

5.0

6.7

5.9

4.0

5.2

6.8

6.1

4.4

5.3

7.1 6.6

4.1

5.5

7.0


DKK

m

2014

2015

2016

2017

1.3

0.9

1.3

1.6 1.5

0.8

1.3

1.8

1.4

1.0

1.4

1.6 1.5

0.9

1.4

1.9


DKK

m

0.0

0.5

1.0

1.5

2.0

2.5

3.0

DKK

m


Male Female

Deputy chairpersons

38

32

188

N/A

9

95

-

0.2

0.4

0.6

0.8

1.0

1.2


mK

KD

0

5

10

15

20

25

30

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Num

ber o

f Mem

bers

Num

ber o

f Mem

bers

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Danish 58%

British 8%

Swedish 5%

American 5%

Norwegian 5%

French 3%

Irish 2%

German 3%

Finnish 2%

Other (<=1%)* 9%

1.45 1.53

0.99 0.72

-

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

1.80




0

2

4

6

8

10

12

14

16

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15


Num

ber o

f Boa

rds

DKK

m

20182017 2019











29%(104)

22%(9)

71%(258) 78%

(32)

100%(38)


Male Female

2014

2015

2016

2017

2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

39

Remuneration in Danish Large Cap Companies | Board remuneration

We have also looked at the distribution of chairperson remuneration, which varied from DKK 140k to DKK 3m, with a median value of DKK 1.2m.

Board base payFinally, we have looked at the disclosed base pay of ordinary board members as well as the disclosed additional allowance for serving as the chairperson or deputy chairperson (note that this may differ from actual member pay due to members serving additional positions, such as being a member of the audit committee etc., as well as other factors).

We found that the base board member remuneration varied considerably, with a median value of DKK 0.33m.

Looking at the additional remuneration, which directors received for serving as a chairperson or as a deputy chairperson, the variability of figures was more constrained. Typically, chairpersons would receive three times the remuneration of ordinary board members while deputy chairpersons would receive twice the amount.









14% 13% 16% 18%

25% 27% 27%

33% 34% 36%

57% 61%

67%

53% 56%

2013 2014 2015 2016 2017

1.9 2.13.1 3.5 3.9

5.04.0

6.96.2

6.87.2

11.512.2

10.511.4

2013 2014 2015 2016 2017

0%

8%

15%

22% 25%

20%

28% 28% 32%

37%

66%

55%

75%

65%

50%

2013 2014 2015 2016 20170.0

0.6 1.1

1.5

2.2

0.9

1.8 2.0 2.2

2.9

3.6

4.1

5.6 5.4

4.5

2013 2014 2015 2016 2017

1%

10% 13% 13% 12%

30% 35%

29%

18%

31%

58%

91%

57%

26%

51%

2013 2014 2015 2016 20170.1

0.5 0.6 0.6

0.5

1.1 1.3

1.1 1.0

1.4

2.3

3.7

2.7

1.8 2.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

350%

400%

CEO, average: 86%


5.6

3.8

5.0

6.7

5.9

4.0

5.2

6.8

6.1

4.4

5.3

7.1 6.6

4.1

5.5

7.0


DKK

m

2014

2015

2016

2017

1.3

0.9

1.3

1.6 1.5

0.8

1.3

1.8

1.4

1.0

1.4

1.6 1.5

0.9

1.4

1.9


DKK

m

0.0

0.5

1.0

1.5

2.0

2.5

3.0

DKK

m


Male Female

Deputy chairpersons

38

32

188

N/A

9

95

-

0.2

0.4

0.6

0.8

1.0

1.2


mK

KD

0

5

10

15

20

25

30

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Num

ber o

f Mem

bers

Num

ber o

f Mem

bers

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Danish 58%

British 8%

Swedish 5%

American 5%

Norwegian 5%

French 3%

Irish 2%

German 3%

Finnish 2%

Other (<=1%)* 9%

1.45 1.53

0.99 0.72

-

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

1.80




0

2

4

6

8

10

12

14

16

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15


Num

ber o

f Boa

rds

DKK

m

20182017 2019











29%(104)

22%(9)

71%(258) 78%

(32)

100%(38)


Male Female

2014

2015

2016

2017

2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

Member base pay

(DKKm)

Chair pay multiple

Deputy chair pay multiple

Audit co chair pay multiple

Audit co member

pay multiple

Rem co chair pay multiple

Rem co member

pay multiple

Highest 0.7 4.5x 3.0x 10.0x 4.0x 2.4x 1.7x

Median 0.3 3.0x 1.9x 1.6x 1.4x 1.5x 1.3x

Lowest 0.1 2.3x 1.2x 1.3x 1.1x 1.2x 1.1x

Average 0.4 3.0x 1.9x 2.1x 1.5x 1.6x 1.3x

40

Remuneration in Danish Large Cap Companies | Board demographics

This year, we have included new analyses on the demographics of company board members, which we believe is pertinent given the growing societal focus on diversity in the workplace. We have found that the median board member serving across the 38 listed companies included in this analysis was male, Danish, aged 57 and compensated c. DKK 540k.

The average chairperson received c. DKK 1.0m, while male deputy chairpersons received slightly more than their female counterparts. Of other board members, male members received pay that was on average DKK 0.1m lower than their female counterparts. We note

Gender distributionThere were 358 board members serving across the 38 companies analysed as disclosed in their 2017 annual reports. All 38 chairpersons were male, while of the 41 deputy chairpersons, over three quarters were male. For other board members, a little over 70% were male.

that these numbers are, to some extent, skewed by members’ remuneration for other positions on the board (such as being a member or chairperson of a committee) and we have not taken these effects out in this analysis.

Board demographics









14% 13% 16% 18%

25% 27% 27%

33% 34% 36%

57% 61%

67%

53% 56%

2013 2014 2015 2016 2017

1.9 2.13.1 3.5 3.9

5.04.0

6.96.2

6.87.2

11.512.2

10.511.4

2013 2014 2015 2016 2017

0%

8%

15%

22% 25%

20%

28% 28% 32%

37%

66%

55%

75%

65%

50%

2013 2014 2015 2016 20170.0

0.6 1.1

1.5

2.2

0.9

1.8 2.0 2.2

2.9

3.6

4.1

5.6 5.4

4.5

2013 2014 2015 2016 2017

1%

10% 13% 13% 12%

30% 35%

29%

18%

31%

58%

91%

57%

26%

51%

2013 2014 2015 2016 20170.1

0.5 0.6 0.6

0.5

1.1 1.3

1.1 1.0

1.4

2.3

3.7

2.7

1.8 2.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

350%

400%

CEO, average: 86%


5.6

3.8

5.0

6.7

5.9

4.0

5.2

6.8

6.1

4.4

5.3

7.1 6.6

4.1

5.5

7.0


DKK

m

2014

2015

2016

2017

1.3

0.9

1.3

1.6 1.5

0.8

1.3

1.8

1.4

1.0

1.4

1.6 1.5

0.9

1.4

1.9


DKK

m

0.0

0.5

1.0

1.5

2.0

2.5

3.0

DKK

m


Male Female

Deputy chairpersons

38

32

188

N/A

9

95

-

0.2

0.4

0.6

0.8

1.0

1.2


mK

KD

0

5

10

15

20

25

30

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Num

ber o

f Mem

bers

Num

ber o

f Mem

bers

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Danish 58%

British 8%

Swedish 5%

American 5%

Norwegian 5%

French 3%

Irish 2%

German 3%

Finnish 2%

Other (<=1%)* 9%

1.45 1.53

0.99 0.72

-

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

1.80




0

2

4

6

8

10

12

14

16

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15


Num

ber o

f Boa

rds

DKK

m

20182017 2019











29%(104)

22%(9)

71%(258) 78%

(32)

100%(38)


Male Female

2014

2015

2016

2017

2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter







14% 13% 16% 18%

25% 27% 27%

33% 34% 36%

57% 61%

67%

53% 56%

2013 2014 2015 2016 2017

1.9 2.13.1 3.5 3.9

5.04.0

6.96.2

6.87.2

11.512.2

10.511.4

2013 2014 2015 2016 2017

0%

8%

15%

22% 25%

20%

28% 28% 32%

37%

66%

55%

75%

65%

50%

2013 2014 2015 2016 20170.0

0.6 1.1

1.5

2.2

0.9

1.8 2.0 2.2

2.9

3.6

4.1

5.6 5.4

4.5

2013 2014 2015 2016 2017

1%

10% 13% 13% 12%

30% 35%

29%

18%

31%

58%

91%

57%

26%

51%

2013 2014 2015 2016 20170.1

0.5 0.6 0.6

0.5

1.1 1.3

1.1 1.0

1.4

2.3

3.7

2.7

1.8 2.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

350%

400%

CEO, average: 86%


5.6

3.8

5.0

6.7

5.9

4.0

5.2

6.8

6.1

4.4

5.3

7.1 6.6

4.1

5.5

7.0


DKK

m

2014

2015

2016

2017

1.3

0.9

1.3

1.6 1.5

0.8

1.3

1.8

1.4

1.0

1.4

1.6 1.5

0.9

1.4

1.9


DKK

m

0.0

0.5

1.0

1.5

2.0

2.5

3.0

DKK

m


Male Female

Deputy chairpersons

38

32

188

N/A

9

95

-

0.2

0.4

0.6

0.8

1.0

1.2


mK

KD

0

5

10

15

20

25

30

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Num

ber o

f Mem

bers

Num

ber o

f Mem

bers

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Danish 58%

British 8%

Swedish 5%

American 5%

Norwegian 5%

French 3%

Irish 2%

German 3%

Finnish 2%

Other (<=1%)* 9%

1.45 1.53

0.99 0.72

-

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

1.80




0

2

4

6

8

10

12

14

16

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15


Num

ber o

f Boa

rds

DKK

m

20182017 2019











29%(104)

22%(9)

71%(258) 78%

(32)

100%(38)


Male Female

2014

2015

2016

2017

2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

41


Age distributionBoard member age was disclosed for all board mem-bers serving the companies analysed. The average

We also looked at the relationship between gender and age to gain insight as to whether the gender imbalance might equalise in the future. We see that there are significantly more older men than older women (over 60 years old), while between the ages of 38 and 60, women are relatively evenly underrepresented,

member age was 57 years, while members’ age ranged over 39 years from 38 to 77.

although to a lesser extent. As such, we could postulate that all things being equal, women will make up a greater proportion of board membership in future years, although will remain underrepresented as a whole as there are still more younger men taking board positions than women.









14% 13% 16% 18%

25% 27% 27%

33% 34% 36%

57% 61%

67%

53% 56%

2013 2014 2015 2016 2017

1.9 2.13.1 3.5 3.9

5.04.0

6.96.2

6.87.2

11.512.2

10.511.4

2013 2014 2015 2016 2017

0%

8%

15%

22% 25%

20%

28% 28% 32%

37%

66%

55%

75%

65%

50%

2013 2014 2015 2016 20170.0

0.6 1.1

1.5

2.2

0.9

1.8 2.0 2.2

2.9

3.6

4.1

5.6 5.4

4.5

2013 2014 2015 2016 2017

1%

10% 13% 13% 12%

30% 35%

29%

18%

31%

58%

91%

57%

26%

51%

2013 2014 2015 2016 20170.1

0.5 0.6 0.6

0.5

1.1 1.3

1.1 1.0

1.4

2.3

3.7

2.7

1.8 2.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

350%

400%

CEO, average: 86%


5.6

3.8

5.0

6.7

5.9

4.0

5.2

6.8

6.1

4.4

5.3

7.1 6.6

4.1

5.5

7.0


DKK

m

2014

2015

2016

2017

1.3

0.9

1.3

1.6 1.5

0.8

1.3

1.8

1.4

1.0

1.4

1.6 1.5

0.9

1.4

1.9


DKK

m

0.0

0.5

1.0

1.5

2.0

2.5

3.0

DKK

m


Male Female

Deputy chairpersons

38

32

188

N/A

9

95

-

0.2

0.4

0.6

0.8

1.0

1.2


mK

KD

0

5

10

15

20

25

30

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Num

ber o

f Mem

bers

Num

ber o

f Mem

bers

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Danish 58%

British 8%

Swedish 5%

American 5%

Norwegian 5%

French 3%

Irish 2%

German 3%

Finnish 2%

Other (<=1%)* 9%

1.45 1.53

0.99 0.72

-

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

1.80




0

2

4

6

8

10

12

14

16

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15


Num

ber o

f Boa

rds

DKK

m

20182017 2019











29%(104)

22%(9)

71%(258) 78%

(32)

100%(38)


Male Female

2014

2015

2016

2017

2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter







14% 13% 16% 18%

25% 27% 27%

33% 34% 36%

57% 61%

67%

53% 56%

2013 2014 2015 2016 2017

1.9 2.13.1 3.5 3.9

5.04.0

6.96.2

6.87.2

11.512.2

10.511.4

2013 2014 2015 2016 2017

0%

8%

15%

22% 25%

20%

28% 28% 32%

37%

66%

55%

75%

65%

50%

2013 2014 2015 2016 20170.0

0.6 1.1

1.5

2.2

0.9

1.8 2.0 2.2

2.9

3.6

4.1

5.6 5.4

4.5

2013 2014 2015 2016 2017

1%

10% 13% 13% 12%

30% 35%

29%

18%

31%

58%

91%

57%

26%

51%

2013 2014 2015 2016 20170.1

0.5 0.6 0.6

0.5

1.1 1.3

1.1 1.0

1.4

2.3

3.7

2.7

1.8 2.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

350%

400%

CEO, average: 86%


5.6

3.8

5.0

6.7

5.9

4.0

5.2

6.8

6.1

4.4

5.3

7.1 6.6

4.1

5.5

7.0


DKK

m

2014

2015

2016

2017

1.3

0.9

1.3

1.6 1.5

0.8

1.3

1.8

1.4

1.0

1.4

1.6 1.5

0.9

1.4

1.9


DKK

m

0.0

0.5

1.0

1.5

2.0

2.5

3.0

DKK

m


Male Female

Deputy chairpersons

38

32

188

N/A

9

95

-

0.2

0.4

0.6

0.8

1.0

1.2


mK

KD

0

5

10

15

20

25

30

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Num

ber o

f Mem

bers

Num

ber o

f Mem

bers

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Danish 58%

British 8%

Swedish 5%

American 5%

Norwegian 5%

French 3%

Irish 2%

German 3%

Finnish 2%

Other (<=1%)* 9%

1.45 1.53

0.99 0.72

-

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

1.80




0

2

4

6

8

10

12

14

16

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15


Num

ber o

f Boa

rds

DKK

m

20182017 2019











29%(104)

22%(9)

71%(258) 78%

(32)

100%(38)


Male Female

2014

2015

2016

2017

2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

42


were Danish nationals, while Brits, Swedes, Americans and Norwegians were the next largest groups, each making up 5% or more of the demographic.

Nationality 169 member nationalities were disclosed (c. 47% of all members from companies analysed). Of these 169 member nationalities, over half of board members

Source: Deloitte analysis *Note: includes 15 members from other nationalities







14% 13% 16% 18%

25% 27% 27%

33% 34% 36%

57% 61%

67%

53% 56%

2013 2014 2015 2016 2017

1.9 2.13.1 3.5 3.9

5.04.0

6.96.2

6.87.2

11.512.2

10.511.4

2013 2014 2015 2016 2017

0%

8%

15%

22% 25%

20%

28% 28% 32%

37%

66%

55%

75%

65%

50%

2013 2014 2015 2016 20170.0

0.6 1.1

1.5

2.2

0.9

1.8 2.0 2.2

2.9

3.6

4.1

5.6 5.4

4.5

2013 2014 2015 2016 2017

1%

10% 13% 13% 12%

30% 35%

29%

18%

31%

58%

91%

57%

26%

51%

2013 2014 2015 2016 20170.1

0.5 0.6 0.6

0.5

1.1 1.3

1.1 1.0

1.4

2.3

3.7

2.7

1.8 2.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

350%

400%

CEO, average: 86%


5.6

3.8

5.0

6.7

5.9

4.0

5.2

6.8

6.1

4.4

5.3

7.1 6.6

4.1

5.5

7.0


DKK

m

2014

2015

2016

2017

1.3

0.9

1.3

1.6 1.5

0.8

1.3

1.8

1.4

1.0

1.4

1.6 1.5

0.9

1.4

1.9


DKK

m

0.0

0.5

1.0

1.5

2.0

2.5

3.0

DKK

m


Male Female

Deputy chairpersons

38

32

188

N/A

9

95

-

0.2

0.4

0.6

0.8

1.0

1.2


mK

KD

0

5

10

15

20

25

30

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Num

ber o

f Mem

bers

Num

ber o

f Mem

bers

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Danish 58%

British 8%

Swedish 5%

American 5%

Norwegian 5%

French 3%

Irish 2%

German 3%

Finnish 2%

Other (<=1%)* 9%

1.45 1.53

0.99 0.72

-

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

1.80




0

2

4

6

8

10

12

14

16

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15


Num

ber o

f Boa

rds

DKK

m

20182017 2019











29%(104)

22%(9)

71%(258) 78%

(32)

100%(38)


Male Female

2014

2015

2016

2017

2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

"We found that in 2017, the median board member serving on the 38 companies analysed was male, Danish, aged 57 and compensated c. DKK 540k

43


In the following chart we look at the remuneration of Danish and international chair and deputy chairpersons. Of the 8 Danish and 19 international chairpersons where nationality was disclosed, we found that international chairpersons were remunerated better than their Danish counterparts

Board sizesWe have also looked at the size of company boards and note there is a considerable variation in size ranging

by a small margin. The average of the 19 international deputy chairpersons were paid noticeably less than the average of the 9 Danish deputy chairpersons. Note that the sample sizes are quite small and that companies vary in size significantly as does the remit of various boards which can explain some of the variations in pay.

from three members to 15 members. The median board size was nine members.









14% 13% 16% 18%

25% 27% 27%

33% 34% 36%

57% 61%

67%

53% 56%

2013 2014 2015 2016 2017

1.9 2.13.1 3.5 3.9

5.04.0

6.96.2

6.87.2

11.512.2

10.511.4

2013 2014 2015 2016 2017

0%

8%

15%

22% 25%

20%

28% 28% 32%

37%

66%

55%

75%

65%

50%

2013 2014 2015 2016 20170.0

0.6 1.1

1.5

2.2

0.9

1.8 2.0 2.2

2.9

3.6

4.1

5.6 5.4

4.5

2013 2014 2015 2016 2017

1%

10% 13% 13% 12%

30% 35%

29%

18%

31%

58%

91%

57%

26%

51%

2013 2014 2015 2016 20170.1

0.5 0.6 0.6

0.5

1.1 1.3

1.1 1.0

1.4

2.3

3.7

2.7

1.8 2.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

350%

400%

CEO, average: 86%


5.6

3.8

5.0

6.7

5.9

4.0

5.2

6.8

6.1

4.4

5.3

7.1 6.6

4.1

5.5

7.0


DKK

m

2014

2015

2016

2017

1.3

0.9

1.3

1.6 1.5

0.8

1.3

1.8

1.4

1.0

1.4

1.6 1.5

0.9

1.4

1.9


DKK

m

0.0

0.5

1.0

1.5

2.0

2.5

3.0

DKK

m


Male Female

Deputy chairpersons

38

32

188

N/A

9

95

-

0.2

0.4

0.6

0.8

1.0

1.2


mK

KD

0

5

10

15

20

25

30

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Num

ber o

f Mem

bers

Num

ber o

f Mem

bers

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Danish 58%

British 8%

Swedish 5%

American 5%

Norwegian 5%

French 3%

Irish 2%

German 3%

Finnish 2%

Other (<=1%)* 9%

1.45 1.53

0.99 0.72

-

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

1.80




0

2

4

6

8

10

12

14

16

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15


Num

ber o

f Boa

rds

DKK

m

20182017 2019











29%(104)

22%(9)

71%(258) 78%

(32)

100%(38)


Male Female

2014

2015

2016

2017

2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter







14% 13% 16% 18%

25% 27% 27%

33% 34% 36%

57% 61%

67%

53% 56%

2013 2014 2015 2016 2017

1.9 2.13.1 3.5 3.9

5.04.0

6.96.2

6.87.2

11.512.2

10.511.4

2013 2014 2015 2016 2017

0%

8%

15%

22% 25%

20%

28% 28% 32%

37%

66%

55%

75%

65%

50%

2013 2014 2015 2016 20170.0

0.6 1.1

1.5

2.2

0.9

1.8 2.0 2.2

2.9

3.6

4.1

5.6 5.4

4.5

2013 2014 2015 2016 2017

1%

10% 13% 13% 12%

30% 35%

29%

18%

31%

58%

91%

57%

26%

51%

2013 2014 2015 2016 20170.1

0.5 0.6 0.6

0.5

1.1 1.3

1.1 1.0

1.4

2.3

3.7

2.7

1.8 2.0

2013 2014 2015 2016 2017

0%

50%

100%

150%

200%

250%

300%

350%

400%

CEO, average: 86%


5.6

3.8

5.0

6.7

5.9

4.0

5.2

6.8

6.1

4.4

5.3

7.1 6.6

4.1

5.5

7.0


DKK

m

2014

2015

2016

2017

1.3

0.9

1.3

1.6 1.5

0.8

1.3

1.8

1.4

1.0

1.4

1.6 1.5

0.9

1.4

1.9


DKK

m

0.0

0.5

1.0

1.5

2.0

2.5

3.0

DKK

m


Male Female

Deputy chairpersons

38

32

188

N/A

9

95

-

0.2

0.4

0.6

0.8

1.0

1.2


mK

KD

0

5

10

15

20

25

30

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Num

ber o

f Mem

bers

Num

ber o

f Mem

bers

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

38 40 42 44 46 48 50 52 54 56 58 60 62 64 66 68 70 72 74 76

Age

Danish 58%

British 8%

Swedish 5%

American 5%

Norwegian 5%

French 3%

Irish 2%

German 3%

Finnish 2%

Other (<=1%)* 9%

1.45 1.53

0.99 0.72

-

0.20

0.40

0.60

0.80

1.00

1.20

1.40

1.60

1.80




0

2

4

6

8

10

12

14

16

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15


Num

ber o

f Boa

rds

DKK

m

20182017 2019











29%(104)

22%(9)

71%(258) 78%

(32)

100%(38)


Male Female

2014

2015

2016

2017

2 spalter

alle spalter

2 spalter

alle spalter

2 spalter

alle spalter

44

Remuneration in Danish Large Cap Companies | How can Deloitte help?

We cover all aspects of executive remuneration and share plans. Our experienced team includes specialists within human capital, performance management, remuneration and share plan structuring, tax, valuation and accounting specialists, actuaries and lawyers. We provide advice on all areas, including implementation,

The experience and breadth of our practice means that we have particular strengths in the key areas of investor relations and implementation of incentive schemes.

investor relations, accounting, legal and tax issues. Our practice is built upon an integrated model, linking all of these areas, often fragmented across many staff-functions in the companies that wish to implement incentives programmes.

We also have access to a wide knowledge base within Deloitte – both across borders and within specific industries. This breadth of experience and access to specialist resources allow us to understand your specific situation and customise solutions for your needs.

How can Deloitte help?

One team

Design

Strategic plan design

Business relevant performance measures

Updates on market trends and corporate governance

Drafting of share scheme participant documentation

Cost effective funding and specialist advice on tax accounting, legal and

financial issues

Executive pay benchmarking updates

Drafting of employee communication documents

All-employee schemesAssistance with drafting remuneration reports

Tax assistance, global tax analysis, tax efficient arrangements, tax

guides and binding rulings

Insight on shareholder views and assistance with consultation

Drafting of incentive plan rules

Remuneration committee advisers Implementation & communication

45

Remuneration in Danish Large Cap Companies | Our contacts

Our contacts

If you would like further information on any of the areas covered in this report or help in interpreting and using this data, please feel free to contact any of the persons below:

Tinus Bang ChristensenPartnerFinancial Advisory+45 30 93 44 [email protected]

Martin John ConnieAssistant DirectorFinancial Advisory+45 30 93 43 [email protected]

Marek Bartosz JarzeckiAssistant ManagerFinancial AdvisoryTel. +45 30 93 44 [email protected]

Lars Callum RiddellAssociateFinancial AdvisoryTel. +45 30 93 46 [email protected]

Martin FaarborgPartner Remuneration Committee AdvisoryTel. +45 21 27 65 [email protected]

Anja Levin SepstrupPartnerTax – Share based payTel. +45 30 93 40 [email protected]

Robert MillerPartnerCompensation and reward, UKTel. +44 7717 440 [email protected]

Remuneration in Danish Large Cap Companies | xxxxx

46

Appendix

Companies included in the analysis

A.P. Møller - Mærsk A/SALK-Abelló A/SAlm. Brand A/SAmbu A/SCarlsberg A/SChr. Hansen Holding A/SColoplast A/SDanske Bank A/SDFDS A/SDSV A/SFLSmidth & Co A/SG4S PLCGenmab A/SGN Store Nord A/SH. Lundbeck A/SISS A/SJeudan A/SJyske Bank A/SKøbenhavns Lufthavne A/SNilfisk Holding A/S

NKT Holding A/SNordea Bank ABNovo Nordisk A/SNovozymes A/SPandora A/SRockwool International A/SRoyal Unibrew A/SScandinavian Tobacco Group A/SSchouw & Co A/SSimCorp A/SSpar Nord Bank A/SSydbank A/STDC A/STopdanmark A/STryg A/SVestas Wind Systems A/SWilliam Demant Holding A/SØrsted A/SÖssur hf

Remuneration in Danish Large Cap Companies | sss

47

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