Board of Directors of ISS A/S

The Remuneration Committee assists the Board of Directors with reviewing and making recommendations in respect of the Remuneration Policy, the Overall Guidelines on Incentive Pay, the remuneration of the members of the Board of Directors and the Executive Group Management Board (EGMB) as well as a remuneration policy applicable to ISS in general. 

The Remuneration Committee held six meetings in 2019.  

 
In 2018, the Committee conducted a review of remuneration and incentives of the EGMB supported by Kepler, its external advisor. The Committee concluded that remuneration of the EGMB was broadly competitive and could become more competitive through the following adjustments, which were all implemented in 2019: 

• base salary adjustments for both Group CEO and Group CFO to remain competitive on total remuneration 
• for the Group CEO, the Long-Term Incentive Program (LTIP) grant was increased from 125% to 150% to remain competitive  
• enhanced focus on transparency and shareholder value creation in the Short-Term Incentive Program (STIP) for 2019; thus, Operating profit was changed to include “restructuring costs”, the employee engagement measure was changed from Employee Net Promoter Score to Employee Turnover, and the Customer Experience measure was changed from Customer Net Promoter Score to Customer Retention. These new and better KPIs drives specific outcomes and supports the enhanced key account focus.

Furthermore, a special incentive program, the Accelerated Growth Award, was introduced to incentivize the accelerated strategy execution for select key leaders. The program measures key financial KPIs on the continuing operations and is granted as Performance Share Units (PSU) for vesting in March 2020, subject to achievement of performance conditions. As the performance criteria have not been achieved, none of the PSUs granted under the program will vest. 

The activities of the Remuneration Committee for 2019 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.