Remuneration policy
Atria Plc's remuneration policy provides the framework fot the remuneration of the members of the Board of Directors, the Supervisory Board, the CEO and the Deputy CEO of Atria Plc.
The Annual General Meeting 2023 decided on the remuneration of the members of the Supervisory Board, on the basis of the proposal prepared to the Annual General Meeting by the Shareholders’ Nomination Board as follows:
- Meeting compensation: EUR 300/meeting
- Compensation for loss of working time: EUR 300 for meeting and assignment dates
- Fee of the Chair of the Supervisory Board: EUR 1,500/month
- Fee of the Deputy Chair of the Supervisory Board: EUR 750month
- Travel allowance according to the Company`s travel policy.
Meeting fees and compensation for lost working time are paid for meetings of the supervisory board and, in addition, to the chairman and deputy chairman of the Supervisory Board for board meetings in which they participate in order to perform the tasks of the supervisory board. The members of the Supervisory Board do not have a share-based bonus system or a share-based bonus system, and they are not entitled to benefits other than the bonuses decided by the annual general meeting.
In 2022 monthly fees and meeting fees paid to the members of the Supervisory Board (including being a member of the Board of another company that is part of the same Group) were as follows:
|
The member of the Supervisory Board |
Total |
|
Halonen Jyrki, chairman |
22,500 |
|
Anttikoski Juho, deputy chairman |
13,500 |
|
Asunmaa Mika |
7,500 |
|
Haarala Lassi-Antti |
2,400 |
|
Herrala Mika |
2,700 |
|
Hyttinen Veli |
14,100 |
|
Ingalsuo Pasi |
8,100 |
|
Joki-Erkkilä Jussi |
2,100 |
|
Juuse Marja-Liisa |
2,700 |
|
Kiviniemi Juha |
2,400 |
|
Lahti Risto |
1,200 |
|
Lajunen Ari |
3,300 |
|
Lapatto Vesa |
2,700 |
|
Nikkola Juha |
2,400 |
|
Niku Mika |
23,400 |
|
Panula Heikki, until 2 May 2022 |
300 |
|
Pöyhönen Ari |
3,000 |
|
Rantala Suvi, as of 3 May 2022 |
2,100 |
|
Sairanen Risto |
13,200 |
|
Sandberg Ola |
2,400 |
|
Tuhkasaari Timo |
2,700 |
More detailed brakdown of the remuneration is available in the Annual Report on page 146.
The Annual General Meeting 2023 decided on the remuneration of the members of the Board of Directors, on the basis of the proposal prepared to the Annual General Meeting by the Shareholders’ Nomination Board as follows:
- Meeting compensation: EUR 300/meeting
- Compensation for loss of working time: EUR 300 for meeting and assignment dates
- Fee of the Chair of the Board of Directors: EUR 5,000/month
- Fee of the Deputy Chair of the Board of Directors: EUR 2,800/month
- Fee of members of the Board of Directors: EUR 2,500/month
- Travel allowance according to the Company`s travel policy.
Meeting compensation and compensation for loss of working time is paid for members of Board of Directors beside of Board meetings also for meetings of Remuneration and Nomination Committee and those meetings of Supervisory Board where Board members attended. Remuneration is handled in the form of monetary compensation. The members of the Board of Directors have no share incentive plans or share-based bonus schemes, nor are they entitled to any other financial benefits besides the remunerations decided on by the Annual General Meeting.
In 2022 monthly fees and meeting fees paid to the members of the Board of Directors (including being a member of the Board of another company that is part of the same Group) were as follows:
|
The member of the Board |
Total |
|
Paavola Seppo, chairman |
73,500 |
|
Korhonen Pasi |
45,900 |
|
Ginman-Tjeder Nella |
34,800 |
|
Joukio Mika, as of 3 May 2022 |
21,200 |
|
Kaikkonen Jukka |
36,000 |
|
Laitinen Leena |
31,800 |
|
Moisio Jukka, until 2 May 2022 |
12,800 |
|
Paxal Kjell-Göran |
39,600 |
|
Ritola Ahti |
55,800 |
More detailed brakdown of the remuneration is available in the Annual Report on page 147.
The remuneration of Atria Plc’s management aims to promote the company’s long-term financial success and competitiveness and the favorable development of shareholder value.
The remuneration of the CEO and the Deputy CEO consists of base salary (including fringe benefits), short-term incentive (STI) and long-term incentive (LTI), pension and other benefits. The pension arrangement is payment based and the amount of pension is based on the annual earnings of CEO as decided by the Board of Directors of Atria. The amount of the pension is based on the monetary salary and fringe benefits without short- or long-term incentives. For the members of Atria Group Management Team, belonging to Finnish social security, there has been agreed a group pension arrangement accepted by the Atria Board of Directors. The retirement age based on the group pension arrangement is at least 63 years. According to the pension arrangement agreement, if the legislation concerning pension changes, the retirement age is altered. CEO and Deputy CEO have nevertheless the right with certain conditions to retire at the age of 60. The pension arrangement is payment based and the amount of pension is based on the annual earnings as decided by the Board of Directors (including monetary salary and fringe benefits without cash payments of incentive schemes).
The CEO’s period of notice is six months for both parties. If the Company terminates the contract, the CEO is entitled to the salary for the period of notice and severance pay, which together correspond to 18 months’ salary. There are no terms and conditions for any other compensation based on the termination of employment. The Deputy CEO’s period of notice is six months for both parties. If the Company terminates the contract, the Deputy CEO is entitled to the salary for the period of notice and severance pay, which together correspond to 14 months’ salary. There are no terms and conditions for any other compensation based on the termination of employment. The remuneration of the new CEO, Kai Gyllström, will also follow the principles described above. Temporarily deviating from the remuneration policy, Kai Gyllström was additionally paid a one-time signing bonus of 200,000 euros in connection with the signing of the CEO contract in 2022. The purpose of the award is to replace Gyllström's fees, which Gyllström has to give up when he leaves his former employer.
Short-term incentive plan
The maximum amount of bonus pay under Atria’s short-term incentive plan is 25 to 50% of the annual salary, depending on the effect on the results and the level of competence required for the role. The criteria in the bonus pay plan are the performance requirements and net sales at Group level and in the area of responsibility of the person concerned
Long-term incentive plans
In 2020, Atria Plc’s Board of Directors decided on the long-term incentive program for management and key personnel for the period 2021-2023. The programme is principally the same as in 2018–2020. The purpose of the share-based incentive plan is to encourage Atria's management to acquire the company's shares and to increase the company's long-term value increase through its decisions and operations.
The programme is based on incentives paid in shares and cash, and it is divided into three earnings periods of one year, with the first earning period was 1 January 2021-31 December 2021 and the second earning perio 1 January 2022-31 December 2022. The bonuses, partly in the form of shares in the company and partly in cash, will be paid in three equal instalments during the following three years after the earning period. The cash sum is intended to cover the taxes and tax-like fees arising from the bonus. The potential reward of the plan is based on the company's earnings per share EPS (70%) and organic growth (30%). If the person's employment or business relationship ends before the reward is paid, the reward may not be paid.There are no restrictions regarding the ownership of paid shares.
The total paid salary for CEO during 2022 was EUR 874,030 and for deputy CEO EUR 449,227. The proportion of variable remuneration actually paid in 2022 was 35% for the CEO and 28% for the Deputy CEO of the total paid remuneration.
A more detailed breakdown of the salaries paid can be found on page 149 of the annual report.
The remuneration of Atria Plc’s management aims to promote the company’s long-term financial success and competitiveness and the favorable development of shareholder value. The bonus scheme for the management consists of a fixed monthly salary, merit pay and pension benefits. The company has a share incentive plan since 1 January 2018 and it has been renewed for the following three-year period from the beginning of 2021.
The Board of Directors’ Nomination and Remuneration Committee prepares the following for a decision to be made by the Board of Directors: (i) the terms of the service contracts of the CEO and Deputy CEO; (ii) the remuneration, fees and other employment benefits of the directors who report to the CEO; (iii) the forms and criteria of the bonus and incentive schemes of top management; and (iv) the content and group assignments of the pension programs of the company’s management.
Atria Plc’s Board of Directors decides on the remuneration, other financial benefits and criteria applied in the merit pay system for the Group’s CEO, Deputy CEO and Management Team, as well as the merit pay principles used for other management members. The directors of each business area and the Group’s CEO decide on the remuneration of the members of the management teams of the various business areas according to the one-over-one principle. The performance bonus systems for the management teams of the business areas are approved by the Group’s CEO.
Atria Group Management Team, belonging to Finnish social security, there has been agreed a group pension arrangement accepted by the Atria Board of Directors. The retirement age based on the group pension arrangement is at least 63 years. According to the pension arrangement agreement, if the legislation concerning pension changes, the retirement age is altered. The pension arrangement is payment based and the amount of pension is based on the annual earnings as decided by the Board of Directors (including monetary salary and fringe benefits without cash payments of incentive schemes).
Employment contracts including for example terms for termination notice vary between members of Atria Group Management Team based on the market praxis in each business area. If the Company terminates the contract, salary is paid for the period of notice which vary between members. There can be also severance pays. There are no terms and conditions for any other compensation based on the termination of employment.
|
2022 |
Fixed yearly salary |
Fringe benefits |
Paid merit pays |
Salaries tot. |
Supplementary pension contributions |
Earned merit pays |
|
Management team (excl. CEO and deputy CEO) |
1,355,976 |
122,509 |
465,847 |
1,944,332 |
120,848 |
792,810 |
The remuneration of Atria Plc’s management aims to promote the company’s long-term financial success and competitiveness and the favorable development of shareholder value.
The remuneration of the CEO and the Deputy CEO consists of base salary (including fringe benefits), short-term incentive (STI) and long-term incentive (LTI), pension and other benefits. The pension arrangement is payment based and the amount of pension is based on the annual earnings of CEO as decided by the Board of Directors of Atria. The amount of the pension is based on the monetary salary and fringe benefits without short- or long-term incentives. For the members of Atria Group Management Team, belonging to Finnish social security, there has been agreed a group pension arrangement accepted by the Atria Board of Directors. The retirement age based on the group pension arrangement is at least 63 years. According to the pension arrangement agreement, if the legislation concerning pension changes, the retirement age is altered. CEO and Deputy CEO have nevertheless the right with certain conditions to retire at the age of 60. The pension arrangement is payment based and the amount of pension is based on the annual earnings as decided by the Board of Directors (including monetary salary and fringe benefits without cash payments of incentive schemes).
The CEO’s period of notice is six months for both parties. If the Company terminates the contract, the CEO is entitled to the salary for the period of notice and severance pay, which together correspond to 18 months’ salary. There are no terms and conditions for any other compensation based on the termination of employment. The Deputy CEO’s period of notice is six months for both parties. If the Company terminates the contract, the Deputy CEO is entitled to the salary for the period of notice and severance pay, which together correspond to 14 months’ salary. There are no terms and conditions for any other compensation based on the termination of employment. The remuneration of the new CEO, Kai Gyllström, will also follow the principles described above. Temporarily deviating from the remuneration policy, Kai Gyllström was additionally paid a one-time signing bonus of 200,000 euros in connection with the signing of the CEO contract in 2022. The purpose of the award is to replace Gyllström's fees, which Gyllström has to give up when he leaves his former employer.
Short-term incentive plan
The maximum amount of bonus pay under Atria’s short-term incentive plan is 25 to 50% of the annual salary, depending on the effect on the results and the level of competence required for the role. The criteria in the bonus pay plan are the performance requirements and net sales at Group level and in the area of responsibility of the person concerned
Long-term incentive plans
In 2020, Atria Plc’s Board of Directors decided on the long-term incentive program for management and key personnel for the period 2021-2023. The programme is principally the same as in 2018–2020. The purpose of the share-based incentive plan is to encourage Atria's management to acquire the company's shares and to increase the company's long-term value increase through its decisions and operations.
The programme is based on incentives paid in shares and cash, and it is divided into three earnings periods of one year, with the first earning period was 1 January 2021-31 December 2021 and the second earning perio 1 January 2022-31 December 2022. The bonuses, partly in the form of shares in the company and partly in cash, will be paid in three equal instalments during the following three years after the earning period. The cash sum is intended to cover the taxes and tax-like fees arising from the bonus. The potential reward of the plan is based on the company's earnings per share EPS (70%) and organic growth (30%). If the person's employment or business relationship ends before the reward is paid, the reward may not be paid.There are no restrictions regarding the ownership of paid shares.
The Board of Directors’ valid authorisations concerning remuneration Atria Plc’s Annual General Meeting held on 3 May 2022 authorised the Board of Directors
to decide on the acquisition of a maximum of 2,800,000 of the company’s own series A shares; and an issue of a maximum of 5,500,000 new series A shares and/ or on the disposal of any series A shares held by the company through a share issue or by granting option rights or other special rights entitling people to shares as referred to in Chapter 10, Section 1 of the Limited Liability Companies Act, in both cases under terms and conditions which enable the use of the acquired and/or issued shares as part of the company’s incentive plan.