The guiding principles for remuneration are found in the Remuneration Guidelines, which are set out below. These Guidelines were adopted by the Annual General Meeting on 16 May 2024.
Below is also information on MTG’s outstanding long-term incentive plans.
Further information on remuneration can be found in the 2023 Remuneration Report (please see further down below) and in the 2024 Annual Report (which is available here).
Guidelines for determining remuneration for MTG’s CEO and other senior executives in the MTG Group (the “Senior Executives”), as well as members of the Board if they are remunerated outside their directorship, adopted by MTG’s Annual General Meeting on 16 May 2024.
These Remuneration Guidelines shall be applied to employment agreements entered into after the 2024 Annual General Meeting and to changes made to existing agreements thereafter. These guidelines shall be in force until new guidelines are adopted by the General Meeting. The intention is for the guidelines to remain in place for up to four years, the Board will however propose new guidelines if material changes of the guidelines becomes necessary. These guidelines do not apply to any remuneration decided or approved by the General Meeting such as long-term share or share price related incentive plans and ordinary Board remuneration.
The Board has established a Remuneration Committee. The remuneration is managed through well-defined processes ensuring that no individual is involved in the decision-making process related to their own remuneration. The Remuneration Committee’s tasks include preparing the Board’s decision to propose guidelines for executive remuneration. The Board shall prepare a proposal for new guidelines at least every fourth year and submit it to the Annual General Meeting. The guidelines shall be in force until new guidelines are adopted by the General Meeting. The Remuneration Committee shall also monitor and evaluate programs for variable remuneration to the executive management, the application of the guidelines for executive remuneration as well as the current remuneration structures and compensation levels in the company.
A prerequisite for the successful implementation of the company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company can recruit and retain qualified personnel. To this end, it is necessary that the company offers competitive remuneration. The remuneration structures shall encourage employees to do their utmost to safeguard shareholders’ interests and thereby the company’s sustainability and long-term value creation. Under the guidelines, executive remuneration shall be on market terms and may consist of the following components: base salary, variable remuneration, pension and other benefits.
The guidelines provide for the ability to set relevant financial and non-financial STI measures including governance, social and environmental, further contributing to alignment between the guidelines and sustainability. The criteria shall be designed to contribute to the company’s business strategy and long-term interests, including its sustainability, by for example being clearly linked to the business strategy.
The previous Remuneration Guidelines, adopted by the Annual General Meeting 2021, were fully implemented. No deviations from these guidelines were decided and no derogations from the procedure for implementation of the guidelines were made. These guidelines are found on pages 112-114 in the Annual Report for 2023. The remuneration report and the auditor’s report regarding the company’s compliance with the guidelines is available here
Chris Carvalho has been a member of the Board of MTG since the Annual General Meeting 2020. In parallel with his Board assignment, Chris Carvalho has an assignment as a consultant and advisor at MTGx Gaming Holding AB, the commencement of this assignment was in February 2019. The consultancy fee paid by MTGx Gaming Holding AB to Chris Carvalho during 2023, was 0,89 mSEK. Gerhard Florin has been a member of the Board of MTG since the Annual General Meeting 2018. He also serves as elected Chairman of InnoGames. InnoGames has paid 0,81 mSEK in Board fees to Gerhard Florin in 2023. This payment from InnoGames is outside the MTG Board fees which were approved at the Annual General Meeting 2023
The company has three outstanding incentive programs, that is the 2022, 2023 and 2024 Incentive Plans. These have an incentive structure for variable remuneration covering both the short-term variable remuneration and the long-term share-based remuneration of MTG.
The 2022, 2023, 2024 Incentive Plans was approved by the AGM in 2022, 2023, 2024 respectively.
The plans provide the participants a possibility to receive variable remuneration partly in the form of cash remuneration, partly in the form of rights to receive class B shares free of charge (the “Share Rights”). In brief, to the extent certain performance conditions are achieved during the financial years 2022, 2023 and 2024 respectively, the participants in the respective Incentive Plans are allotted a variable remuneration in the beginning of the following year of which a part will be paid out in cash, and a part will be allotted in the form of Share Rights. Each such Share Rights in the 2022 and 2023 Incentive Plans carries a right to receive one (1) MTG Class B share, subject to continued employment at the time of vesting. 50 percent of the share rights vest in the second year and 50 percent in the third year, in both cases after the publication of the year-end report of the relevent year.
Each such Share Rights in the 2024 Incentive Plan carries a right to receive one (1) MTG Class B share, subject to continued employment at the time of vesting. 100 percent of the share rights vest in the third year, after the publication of the year-end report.
The performance measures for the CEO’s variable remuneration have been selected to deliver the company’s strategy which is in the long-term interest of the company. In the selection of performance measures, the strategic objectives and short-term and long-term business priorities for 2024 have been taken into account. The combination of these measures further contributes to the profitability and organic growth in the vertical companies as well as the long-term interests and alignment with sustainability of the company.
MTG has the following outstanding share based long-term incentive programs:
The Annual General Meeting held on 16 May 2024 approved an incentive structure for variable remuneration for approximately 50 key employees in MTG, Innogames and Hutch covering both short-term variable remuneration (STI) and long-term share-based remuneration.
The 2024 Incentive Plan has the same structure as the 2022 and 2023 Incentive Plans and provides the participants a possibility to receive variable remuneration partly in the form of cash remuneration, partly in the form of MTG shares. In brief, to the extent certain performance conditions are achieved during the financial year 2024, the participants in the 2024 Incentive Plan are allotted a variable remuneration in the beginning of 2025 of which a part will be paid out in cash, and a part will be allotted in the form of rights to receive MTG Class B shares free-of-charge. Each such share right carries a right to receive one (1) MTG Class B share, subject to continued employment at the time of vesting. 100 percent of the share rights vest in 2027 after the publication of the year-end report for 2026.
More information on the 2024 Incentive Plan (including performance conditions) can be found in item 21 of the notice of the 2024 Annual General Meeting.
The Annual General Meeting held on 17 May 2023 approved an incentive structure for variable remuneration for approximately 36 key employees in MTG and Innogames covering both the short-term variable remuneration (STI) and the long-term share-based remuneration of MTG.
The 2023 Incentive Plan has the same structure as the 2022 Incentive Plan and provides the participants a possibility to receive variable remuneration partly in the form of cash remuneration, partly in the form of MTG shares. In brief, to the extent certain performance conditions are achieved during the financial year 2023, the participants in the 2023 Incentive Plan are allotted a variable remuneration in the beginning of 2024 of which a part will be paid out in cash, and a part will be allotted in the form of rights to receive MTG Class B shares free-of-charge. Each such share right carries a right to receive one (1) MTG Class B share, subject to continued employment at the time of vesting. 50 percent of the share rights vest in 2025 and 50 percent in 2026, in both cases after the publication of the year-end report for 2024 and 2025, respectively.
More information on the 2023 Incentive Plan (including performance conditions) can be found in item 19 of the notice of the 2023 Annual General Meeting.
The Annual General Meeting held on 8 June 2022 approved a new simplified incentive structure for variable remuneration for approximately 20 key employees in MTG covering both the short-term variable remuneration (STI) and the long-term share-based remuneration of MTG.
The 2022 Incentive Plan provides the participants a possibility to receive variable remuneration partly in the form of cash remuneration, partly in the form of MTG shares. In brief, to the extent certain performance conditions are achieved during the financial year 2022, the participants in the 2022 Incentive Plan are allotted a variable remuneration in the beginning of 2023 of which a part will be paid out in cash, and a part will be allotted in the form of rights to receive MTG Class B shares free-of-charge. Each such share right carries a right to receive one (1) MTG Class B share, subject to continued employment at the time of vesting. 50 percent of the share rights vest in 2024 and 50 percent in 2025, in both cases after the publication of the year-end for 2023 and 2024, respectively.
More information on the 2022 Incentive Plan (including performance conditions) can be found in item 17 of the notice of the 2022 Annual General Meeting.
