Remuneration
The important principles of Componenta guiding remuneration are remuneration based on performance and overall remuneration of personnel. Componenta seeks to motivate, attract and retain skilled persons with remuneration. The objective of remuneration is to contribute to the favourable development of shareholder value, to develop the company’s performance and to help the company in fulfilling its business strategy and in attaining the long-term financial benefits.
Remuneration is one of the most important ways to ensure that the company’s employees understand the result targets, their own possibilities to influence the results and the causal connection between the result of operations and remuneration. Componenta aims to keep the remuneration principles and practices comprehensible and transparent.
Read more in our Remuneration Policy for Governing Bodies.
Decision-making process
The General Meeting of Componenta decides on the Board’s remuneration. The Shareholders’ Nomination Board prepares well-grounded proposals for the General Meeting regarding the election and remuneration of Board members and usually also presents the proposals to the General Meeting. The Shareholders’ Nomination Board consists of the company’s largest shareholders.
The Board of Directors of Componenta appoints the President and CEO and approves the terms andconditions of the President and CEO’s contract of service, as well as the salaries and remuneration payable to the President and CEO. The Board also decides on the salaries and remuneration of the members of the Corporate Executive Team on the basis of the proposal of the President and CEO, in accordance with the ”one over one” approval principle applied in the Group.
Remuneration of the Board of Directors 2023
The General Meeting decides on the remuneration of the Board of Directors. The Nomination Board, composed of the company’s largest shareholders, prepares proposals for the General Meeting regarding the selection and remuneration of the Board members. As proposed by the Componenta Shareholders’ Nomination Board, the Annual General Meeting of 2023 decided not to make any changes to the Board’s remuneration for the term of office lasting until the 2024 Annual General Meeting.
In 2023, in accordance with the decision of the General Meeting, the Board members were paid a total of EUR 125,000 as annual remuneration. The remuneration of the Board of Directors was paid in cash. In accordance with the decision of the General Meeting, the travel expenses of the members of the Board of Directors were reimbursed in accordance with the company’s travel policy. The Board of Directors did not establish any committees from among its members during the 2023 financial year. No variable compensation or performance-based bonuses were paid to the members of the Board of Directors. The remuneration of the Board of Directors was consistent with the remuneration policy during 2023.
Remuneration of the Board of Directors in 2023
| Board of Directors 2023 | Total annual remuneration, EUR | |
| Harri Suutari | Chair | 50,000 |
| Anne Leskelä | Vice Chair | 25,000 |
| Tomas Hedenborg | Board member | 25,000 |
| Petteri Walldén | Board member | 25,000 |
| Total | 125,000 |
Remuneration principles regarding management
The total remuneration of the President and CEO and other members of the Corporate Executive Team consists of a fixed part, i.e. a monthly salary and fringe benefits (including company phone) and of a variable part comprising short-term and long-term incentive schemes. The fixed part of the remuneration of members of the Corporate Executive Team includes compensation for any work they perform in the Boards of Componenta Group’s subsidiaries and affiliate companies.
More about incentive schemes and share-based remuneration further down on this page.
Remuneration of the President and CEO
The President and CEO’s contract of service is valid until further notice. The main terms and conditions of the President and CEO’s contract of service are shown in the table below.
Terms and conditions of President and CEO
| Salary and fringe benefits | Total fixed monthly salary consisting of a cash salary and possible fringe benefits (phone, meal and car benefits). In addition, the President and CEO is entitled to supplementary health insurance. |
| Short-term incentives | The President and CEO is entitled to an incentive based on achievement of financial targets. The maximum amount of the annual total remuneration is equal to the President and CEO’s six months’ total salary. The short-term incentive scheme is discretionary, and the company may amend the terms and conditions or basis of payment of the incentive schemes or discontinue an incentive scheme. The incentive scheme is discussed in closer detail in section “Short-term incentive scheme” below. |
| Long-term incentives | The President and CEO is entitled to the stock option scheme for the Group’s key employees, introduced by a Board decision in November 2018. The incentive schemes are discretionary, and the company may amend the terms and conditions or basis of payment of the incentive schemes or discontinue an incentive scheme. The incentive schemes are discussed in closer detail in section “Long-term incentive scheme” below. |
| Pension | The President and CEO is covered by the statutory pension scheme. |
| Termination of employment | Unless terminated before that time, the President and CEO’s contract of service will end when he reaches the age of 68. The President and CEO’s contract of service can be terminated by the President and CEO by giving three months’ notice and by the company by giving six months’ notice. If the President and CEO’ contract of service is terminated by the company without the President and CEO being guilty of e.g. crimes, dishonest conduct or breach of contract relevant to the company, the President and CEO will be entitled to one-off severance pay equal to six months’ total salary. |
Remuneration of the President and CEO in 2023
The remuneration of the President and CEO was consistent with the remuneration policy during 2023.
Short-term incentive schemes
The purpose of a short-term incentive scheme is to support the achievement of the set targets and to promote commitment by setting unambiguous and measurable annual targets that have a direct impact on the company’s result. Componenta’s Board of Directors annually sets the terms and objectives of any short-term incentive schemes for the whole Group. Under the remuneration policy, any remuneration paid as part of a short-term incentive scheme may amount to up to half of the President and CEO’s fixed annual salary. The Board of Directors may adjust the criteria for short-term incentives at its discretion.
The President and CEO is entitled to a short-term incentive bonus related to the achievement of financial targets. In 2023, no bonus was paid to the CEO under the short-term incentive scheme for 2022, as the targets set for the Group’s EBITDA were not met despite a favourable development. No bonus will be paid to the CEO under the short-term incentive scheme for 2023, as the Group’s cash flow after investments in 2023 did not meet the minimum target set in the terms of the incentive scheme.
Long-term incentive schemes
The purpose of any long-term incentive schemes is to provide an incentive to key employees and to align their fringe benefits with the shareholders’ benefits and the long-term strategy aimed at the sustainability of business operations. Long-term incentives may consist of both performance-based remuneration schemes and restricted share plans.
Based on the remuneration policy, the Board of Directors decides on any long-term incentive schemes, such as share-based remuneration schemes, and determines the earning criteria for performance-based schemes at the beginning of each scheme. The fair value of the potential bonus paid under a long-term incentive scheme can be no more than 30% of the CEO’s fixed annual salary. The fair value is always calculated by using a method relevant for the incentive scheme at the beginning of the earning period. The Board of Directors decides on the bonuses paid under the scheme, and it may also change the criteria for any long-term incentives.
The current President and CEO is entitled to the stock option plan for the Group’s key employees, introduced by a Board decision on 12 November 2018. As a result of the pre-emptive subscription right share issue and the merging of shares in 2020, the number, subscription ratio and subscription prices of option rights in 2018 have been revised to ensure equal treatment of shareholders and employees covered by remuneration schemes. In 2021, the Board of Directors decided to convert 2018A and 2018B option rights returned to the company into 2018C option rights. In 2023, the Board of Directors decided on a new 2023A stock option plan. The subscription period for the 2018A stock option plan began in December 2021 and ended at the end of November 2023. The subscription period for the 2018B stock option plan began in December 2022 and ends at the end of November 2024. The subscription period for the 2018C stock option plan began in December 2023 and ends at the end of November 2025. The subscription period for the 2023A stock option plan begins in June 2026 and ends in the end of May 2028. No subscription rights under any stock option plan had been exercised by the balance sheet date.
Stock Option Plan
Stock option plans are used to encourage key employees to commit to long-term employment at the company in order to increase shareholder value. Option rights are also intended to commit key personnel to the company. It is a prerequisite for receiving remuneration based on an option programme that the participant’s contract of employment or service is valid at the time the remuneration is paid, but the Board of Directors may decide otherwise at its discretion.
Componenta’s stock option plans had a total of 246,108 option rights held by employees or the company on 31 December 2023, of which 36,298 are marked as option 2018B, 76,462 are marked as option 2018C, and 133,348 are marked as option 2023A. Options 2018B and 2018C entitle the rightholder to a subscription for two new shares or shares held by the company, and option 2023A entitles the rightholder to a subscription for one new share or share held by the company. The subscription price of the shares is EUR 3.85 per share with option 2018B, EUR 3.03 per share with option 2018C, and EUR 3.00 per share with option 2023A.
The subscription period is 1 December 2022 to 30 November 2024 for option 2018B, 1 December 2023 to 30 November 2025 for option 2018C, and 1 June 2026 to 31 May 2028 for option 2023A.
The President and CEO’s participation in the stock option plan
| Option rights | Number of the option rights granted to the President and CEO based on the stock option plan | Number of shares that an option right entitles its holder to subscribe for | Share subscription price, EUR | Share subscription period |
| 2018A | 6,800 | 2 | 5.25 | 1 Dec 2021 to 30 Nov 2023 |
| 2018B | 5,566 | 2 | 3.85 | 1 Dec 2022 to 30 Nov 2024 |
| 2018C | 7,540 | 2 | 3.03 | 1 Dec 2023 to 30 Nov 2025 |
| 2023A | 16,668 | 1 | 3.00 | 1 Jun 2026 to 31 May 2028 |
Overall remuneration of the President and CEO in 2023
In 2023, in accordance with the remuneration policy, the President and CEO was paid a fixed monthly salary consisting of cash and fringe benefits. In 2023, there were no requests for refunds regarding the remuneration paid to the President and CEO.
No bonus accrued for the President and CEO for the 2023 financial year under the short-term incentive scheme. In 2023, no bonus was paid to the President and CEO under the short-term incentive scheme for 2022.
| President and CEO’s total remuneration in 2023, EUR | Fixed remuneration (cash, including fringe benefits) | Short-term incentive scheme |
Long-term incentive schemes |
Total |
| President and CEO Sami Sivuranta | 281,175 | 0 | 0 | 281,175 |
| Percentages | 100 % | 0 % | 0 % | 100 % |
Share-based remuneration schemes
Stock options 2018
On 12 November 2018, the Board of Directors resolved, by virtue of an authorization granted by the General Meeting, to implement share-based incentive plan for the Group key employees. The purpose of the stock options is to encourage the key employees to work on a long-term basis to increase the shareholder value. The purpose is also to retain the key employees at the company. It is a prerequisite for receiving remuneration based on an option programme that the receiving person’s contract of employment or service is valid at the time the remuneration is paid, but the Board of Directors may decide otherwise at its discretion.
Componenta’s stock option plan has a total of 146,410 option rights on 31 December 2021, 33,650 of which are marked as option 2018A, 36,298 are marked as option 2018B, and 76,462 are marked as option 2018C. Each option right of 2018 entitles the holder to a subscription for two new shares or shares held by the company.
The subscription price is EUR 5.25 per share with stock option 2018A; EUR 3.85 per share with stock option 2018B and EUR 3.025 per share with stock option 2018C. The subscription period is 1 December 2021 – 30 November 2023 for option 2018A, 1 December 2022 – 30 November 2024 for option 2018B, and 1 December 2023 – 30 November 2025 for option 2018C.
On 10 February 2020, the Board of Directors resolved to convert stock options 2018A (416,250) that have been returned to the company to stock options 2018B. Read more in the stock exchange release.
On 18 December 2020, the Board of Directors resolved on adjustments to the company’s share-based incentive plans. These adjustments are based on the rights issue the final results of which were announced on 9 December 2020, and on the reverse share split executed on 18 December 2020. Read more in the stock exchange release.
On 21 June 2021, The Board of Directors of Componenta Corporation has resolved to convert stock options 2018A and 2018B that have been returned to the company to stock options 2018C. Read more in the stock exchange release.
The terms and conditions of the stock options 2018 (12 November 2018)
Stock options 2023
The Board of Directors of Componenta Corporation has resolved to launch a new stock option plan directed to the key employees of the company. The purpose of the stock options is to encourage the key employees to work on a long-term basis to increase shareholder value. In addition, the purpose is to retain the key employees at the company.
The maximum total number of stock options to be issued is 400,000, and they entitle their owners to subscribe for a maximum total of 400,000 new shares in the company or existing shares held by the company. The stock options will be issued gratuitously. Of the stock options, 133,348 are marked with the symbol 2023A, 133,326 are marked with the symbol 2023B and 133,326 are marked with the symbol 2023C.
The number of shares subscribed by exercising stock options issued corresponds to a maximum total of 3.90 per cent of all shares and votes of the shares in the company after the potential share subscriptions, if new shares are issued in the share subscription.
The share subscription period is: for stock options 2023A, 1 June 2026–31 May 2028, for stock options 2023B, 1 June 2027–31 May 2029 and for stock options 2023C, 1 June 2028 – 31 May 2030.
The share subscription price is: for stock option 2023A, the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd during 21 April–22 May 2023, for stock option 2023B, the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd during 22 April–21 May 2024 and for stock option 2023C, the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd during 17 April–19 May 2025.
The share subscription price is credited to the company’s reserve for invested unrestricted equity.
As a result of the share subscriptions with the stock options, the number of the company’s shares may increase by a maximum total of 400,000 shares if new shares are issued in the share subscription.
The Board of Directors decided on the new stock option plan based on the authorisation given by the Annual General Meeting held on 13 April 2023. The company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the Group’s incentive and commitment program for the key employees. Read more in the stock exchange release
The terms and conditions of the stock options 2023 (13 April 2023)
