Remuneration

Remuneration of key management personnel

Remuneration of Board of Directors and Board Committees

The Annual General Meeting decides on the remuneration of the Board of Directors and of Board committees.

In 2015, the Annual General Meeting decided that the Chairman of the Board of Directors be paid an annual fee of EUR 60,000, ordinary Board members EUR 30,000 and members of committees subordinated to the Board EUR 5,000, and that travel expenses be paid in accordance with the company’s travel regulations.

Total annual fees paid to members of the Board and of Board committees in 2015 was EUR 245,000. Board members do not participate in Componenta’s share-based incentive scheme or pension schemes.

Remuneration of Board of Directors and Board Committees in 2015

Board of Directors 2015

 

Salaries, fees and fringe benefits, EUR

Suutari Harri

Chairman until 16 November 2015

40,000

Ruotsala Matti

Vice chairman until 16 November 2015, chairman from 16 November 2015

40,000

Huhtala Olavi

Member, vice chairman from 16 November 2015, member of Audit Committee

35,000

Olli Isotalo

Member

30,000

Perttu Louhiluoto

Member

30,000

Palomäki Riitta

Member, chairman of Audit Committee

35,000

Salunen Tommi

Member, member of Audit Committee

35,000

Total

 

245,000

 

Remuneration of President and CEO and other management

Componenta’s Board of Directors decides on the remuneration and other benefits of the President and the deputy to the President. The Board of Directors decides on the terms of employment of members of the Corporate Executive Team, based on the proposal of the President and CEO, in accordance with the “one over one” principle in use at the Group.

Remuneration and other benefits of other members of the Corporate Executive Team

The Board of Directors decides on the Corporate Executive Team members’ terms of employment based on the proposal of the President and CEO, in accordance with the “one over one” principle used by the Group.

The fixed cash salary of the members of the Corporate Executive Team includes compensation for any work on the boards of directors of Componenta Group companies and any associated companies.

The maximum bonus, linked to financial and personal targets, that is paid under short-term incentive schemes is position-related and, on average, some 40 per cent of a person’s annual earnings.

The potential bonus from the long-term share-based incentive scheme for one earning period corresponds to, on average, 30 - 40 per cent of a person’s annual earnings.

Members of the Corporate Executive Team were entitled in 2015 to additional healthcare insurance in addition to the statutory occupational healthcare.

Members of the Corporate Executive Team are also entitled to a company car as part of their total remuneration.

Pension agreements

A supplementary pension worth 6 per cent of their basic annual salary is paid for the Finnish members of the Corporate Executive Team who work in Finland. The President and CEO has a separate supplementary pension.

Remuneration of President and CEO, deputy to the CEO and other members of the Corporate Executive Team in 2015

2015

EUR

Salaries, fees and fringe benefits

Bonus 

Statutory pension benefits

Voluntary pension benefits

Benefits paid on termi- nation of employ-ment

Share-based pay-ments

Total

President and CEO Heikki
Lehtonen (until 16 Nov 2015)

259,434

-

60,000

-

-

319,434

President and CEO Harri Suutari (from 16 Nov 2015)

57,905 

15,000 

72,905 

Deputy to President Mika Hassinen

221,379

-

11,501 

25,627

-

-

258,507

Other members of Corporate Executive Team

1,089,395

15 430 

51,669

-

-

1,156,494

Total

1,628,113

-

26,931 

152,296

-

1,807,340

  

Terms of employment of President and CEO Heikki Lehtonen
Salary and fringe benefits Total monthly salary EUR 25,000, which consists of cash salary and fringe benefits (unlimited company car benefit and telephone benefit).
Short-term remuneration system

The President and CEO does not participate in the short-term remuneration system, which has been taken into account in his long-term remuneration.

Long-term incentive scheme

The President and CEO has been entitled to the Group’s long-term share-based incentive  scheme.

Pension

The retirement age of the President and CEO is 63 years, and he has a supplementary pension agreement. The agreement includes old age pension after reaching the age of retirement, paid-up pension policy rights if the employment of the insured person is terminated before reaching the age entitling to old age pension as stated in the insurance policy, disability insurance, and life insurance for the duration of the employment, of the paid-up pension policy and of pension. EUR 18,000 was paid to this benefit in 2015.

In addition, the President and CEO has a separate pension capitalisation agreement, under which the pension begins at the age of 63 years and ends at the age of 68 years or when the savings in the capitalisation agreement have been used up. The pension capitalisation agreement was made in 2013 and in 2015 EUR 42,000 was paid to the savings under the capitalisation agreement. The actual pension is calculated annually by dividing the remaining amount of the savings by the remaining number of months for the pension.

Termination of employment The President and CEO’s contract of employment may be terminated by the company by giving twelve months’ notice and by the President and CEO by giving twelve months’ notice. The President and CEO is not entitled to any separate compensation after giving notice or being given notice other than the salary and benefits agreed in the terms of notice and the supplementary pension in accordance with the principles of the paid-up pension policy.

 

Terms of employment of President and CEO Harri Suutari
Salary and fringe benefits

Total monthly salary EUR 38,000, which consists of cash salary and any fringe benefits.

Pension

The retirement age of the President and CEO is 63 years, and he has a supplementary pension agreement. The agreement includes old age pension after reaching the age of retirement, paid-up pension policy rights if the employment of the insured person is terminated before reaching the age entitling to old age pension as stated in the insurance policy, disability insurance, and life insurance for the duration of the employment, of the paid-up pension policy and of pension. EUR 3,420 was paid to this benefit in 2015.

In addition, the President and CEO has a separate pension capitalisation agreement, under which the pension begins at the age of 63 years and ends at the age of 68 years or when the savings in the capitalisation agreement have been used up. The pension capitalisation agreement was made in 2015 and in 2015 EUR 11,580 was paid to the savings under the capitalisation agreement. The actual pension is calculated annually by dividing the remaining amount of the savings by the remaining number of months for the pension.

Termination of employment The President and CEO’s contract of employment may be terminated by the company by giving twelve months’ notice and by the President and CEO by giving twelve months’ notice. The President and CEO is not entitled to any separate compensation after giving notice or being given notice other than the salary and benefits agreed in the terms of notice and the supplementary pension in accordance with the principles of the paid-up pension policy.


Remuneration schemes

 

Each year, the Board of Directors reviews the market competitiveness of total remuneration, the used instruments and their weighting and goals in the remuneration of different target groups.

 

Short-term remuneration system

 

Short-term remuneration (one calendar year) is based on meeting measurable business targets set for the year.

 

Long-term remuneration system

 

Componenta’s Extraordinary General Meeting has decided on the issue of option rights. The option rights are intended to serve as part of the incentive and engagement scheme of key personnel. The option rights are issued gratuitously and entitle the recipient to subscribe a total of 10,000,000 new shares of the Company or shares in the Company’s possession. The Board of Directors decides on the issue of option rights and may also decide on any possible additional conditions concerning their issue.  

Remuneration statement 2015
Renumeration statement 2014 
Remuneration statement 2013
Remuneration statement 2012