Remuneration statement and remuneration policy approved by the board of directors
Decision-making process and main principles on remuneration
On the basis of a proposal submitted by the Nomination and Remuneration Committee, the company’s Board of Directors decides on the salaries, short- and long-term incentives and other benefits received by the CEO and the Executive Team. The remuneration of the CEO and the Executive Team consists of a fixed basic salary, other benefits, annual short-term incentives and long-term incentives, such as share-based incentives and pension schemes.
Short-term incentive plan
Management’s short-term incentives are based on the opportunity to receive an annual performance bonus. The size of this reward is up to 80 per cent of the annual salary of the member of management and up to 100 per cent of the annual salary of the CEO. The amount of the bonus depends on achieving the financial and operational targets specified at the beginning of each year and on personal performance.
Long-term incentive plan
The Board of Directors of the company has established an incentive plan for the company’s management. The plan is based on the company’s management making individual investments in the company’s shares and the opportunity for the company’s management to accumulate further shares as a reward on the basis of meeting long-term performance criteria and a commitment to the company. In order to participate in the plans and receive a reward from the plans, the members of the company’s management are required to acquire an amount of shares determined by the Board of Directors. Any shares acquired above the amount of shares determined by the Board of Directors are not entitled to a reward. The long-term incentive plan contains two elements: 1) a performance based share plan and 2) a matching share plan.
In general, no reward shall be paid if the employment or service contract terminates before the reward payment. Any rewards shall be paid partly in company’s shares and partly in cash. The cash proportion is intended to cover taxes and tax-related costs arising from the reward to the participants.
The participants must retain at least 50 per cent of all net shares received on the basis of the plan until the participant’s share ownership equals his/her annual gross base salary. Such number of shares must be held as long as the participant’s employment or service at company continues.
The plans are directed to approximately ten key members of the company’s personnel, including all members of the Executive Team. The rewards to be paid out through the performance based share plan and the matching share plan, correspond to the value of approximately 127,500 shares at a maximum (including also the cash proportion). The maximum estimated rewards have been calculated based on the minimum of the preliminary price range in the personnel offering in connection with the company’s listing and with the assumption that the performance based share plan criteria is achieved to its maximum.
Performance share plan 2020
The Board of Directors of the company has in December 2019 approved the Performance Share Plan 2020 for the period 1 January 2020 – 31 December 2022. In terms of content and terms the Share Plan is in line with previously approved Share Plans.
Performance share plan 2018
The Board of Directors of the company has in October 2017 approved the Performance Share Plan 2018 for the period 1 January 2018 – 31 December 2020. In terms of content and terms the Share Plan is in line with previously approved Share Plans.
The Board of Directors of the company has in August 2018 approved the addition to the Performance Share Plan 2018 for the period 1 September 2018 – 31 December 2020. In terms of content and terms the Share Plan is in line with previously approved Share Plans. In addition to the company’s management, this program includes other key employees of the company.
Performance share plan 2016
The Board of Directors of the company has in June 2016 approved Performance Share Plan 2016 for the period 1 July 2016 – 31 December. In terms of content and terms the Share Plan is in line with previously approved Share Plan.
Performance share plan 2015
Additionally, the plan includes the possibility for the members of the company’s management to be rewarded further shares based on the set performance criteria. The reward from the performance period March 2015–March 2018 shall be based on the total shareholder return calculated on the company’s share. Any earned reward shall be paid out to participants after the end of the performance period. The commencement of subsequent performance periods, the participants therein and the performance criteria thereof will be subject to separate decisions by the Board of Directors.
Matching share plan 2015
The members of the company’s management have undertaken to subscribe for a number of personnel shares, which is a prerequisite for participating in the long-term incentive plan. The acquisition of the personnel shares within the matching share plan entitles the participant to receive one additional share (a matching shares) for each personnel share within the plan as a reward in four years’ time, provided that the participant’s employment or service at the company continues and the shares acquired within the plan are still held by the participant at such time.