The Board of Directors (Board) has established a remuneration committee (Remuneration Committee or the Committee). The Committee provides oversight in preparing the Remuneration Policy. It evaluates and makes recommendations for the remuneration of the Board and the Executive Group Management Board (EGMB) members. It also approves the remuneration of the Executive Group Management (EGM).
The Committee reviews the Remuneration Policy at least once a year and ensures that the remuneration complies with the Remuneration Policy.
The Remuneration Committee held eleven meetings in 2020.
2020 was an unprecedented and challenging year for ISS navigating a global pandemic, a malware attack, significant leadership changes and a refreshed strategy. Below is a summary of how these challenges significantly impacted executive remuneration.
Executive remuneration for 2020
• Remuneration to the Board of Directors was approximately $1.3 million (2019:
• Remuneration awarded to the EGMB in 2020 was DKK 26.9 million (2019: DKK 24.7 million)
• The short-term incentive program (STIP) paid 72% of target to the new Group CEO, 59% to the Group CFO and 59% to the CEO Europe based on the 2020 results that were heavily impacted by COVID-19
• The long-term incentive program (LTIP) granted in 2018 will not vest in March 2021 as performance criteria were not met
COVID-19 and malware attack
• The Board of Directors voluntarily cut their fees by 20% for the second quarter. Similarly, the EGMB and the EGM voluntarily cut their salary by 20% for the second quarter
• Short-Term Incentive Program (STIP) was revised, and the weighting of financial objectives were reduced from 75% to 50% and non-financial objectives were introduced (weight 25%) to focus on immediate actions to mitigate the challenges
• For the Long-Term Incentive Program (LTIP) for 2020 target-setting on earnings-per- share (EPS) was split in two parts: a one-year target for 2020 and a two-year target for 2021-2022. No changes were made to existing programs granted in 2018 and 2019
• According to the service agreement, former Group CEO Jeff Gravenhorst is entitled to 24 months of salary
• Jacob Aarup-Andersen was appointed the new Group CEO on September 1, 2020. The Group CEO is partially compensated for share incentives forfeited in connection with leaving his former employment
• Pierre-François Riolacci was granted a retention award in May 2020
• In December 2020, Kasper Fangel was appointed Group CFO and Pierre-François Riolacci was appointed CEO Europe
The activities of the Remuneration Committee for 2020 are further described in the Remuneration Report.
The members of the Remuneration Committee are considered independent based on the definition outlined in the Danish Corporate Governance Recommendations.