Remuneration and incentive schemes - Atria

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 2017, Atria Plc’s Board of Directors decided on the long-term incentive program for management and key personnel for the period 2018–2020. The aim of the share incentive program is to encourage Atria’s management to acquire shares in the company and to take action and make decisions that will increase the company’s long-term value. The program based on share and cash incentives and was divided into three year-long earning periods. The bonuses payable under the program were based on the company’s earnings per share (EPS) (70%) and organic growth (30%). The bonuses for each earning period are be paid in three equal instalments in three following years of the earning period partly in the form of shares and partly in cash. There are no restrictions regarding the ownership of paid shares.

All payments from the earning period implemented in 2015–2017 were based on the Group’s earnings per share (EPS) excluding non-recurring items. The plan expired on 31 December 2017, and the final bonus payments were paid in March 2020.

New long-term incentive scheme for 2021–2023
Atria Plc’s Board of Directors has decided on a long-term incentive scheme for key personnel for 2021–2023. The scheme is basically identical to the scheme for 2018–2020. The new scheme, based on a shares and a cash bonus, is divided into three one-year periods, with the first earning period beginning on 1 January 2021 and ending on 31 December 2021.

The bonuses for the 2021 earning period are paid in three equal parts in 2022, 2023 and 2024, partly as company’s exchange shares and partly in cash. The cash proportion aims to cover any taxes and tax-like payments incurred by the person due to the bonus. If the person’s employment relationship or service contract ends prior to the payment of the bonus, the bonus is not usually paid.

The share-based incentive scheme covers a maximum of 40 people. The maximum value of the bonuses to be paid on the basis of one earning period is EUR 2 million.

The new incentive scheme aims to encourage Atria’s management to acquire company shares and to enhance the company’s long-term increase in value by their decisions and activities.

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.

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.

2020	Fixed yearly salary	Fringe benefits	Paid merit pays	Salaries tot.	Supplementary pension contributions	Earned merit pays
Management team (excl. CEO and deputy CEO)	1,562,776	131,540	260,230	1,954,546	133,532	524,739

Remuneration (in euros) of the members of the Supervisory Board, 2019	Total
Anttikoski Juho	11,550
Asunmaa Mika	6,550
Haarala Lassi Antti	1,150
Halonen Jyrki	14,050
Hantula Jussi	1,150
Hyttinen Veli	12,550
Ingalsuo Pasi	14,650
Jussi Joki-Erkkilä	1,150
Juuse Marja-Liisa	1,150
Kaikkonen Jukka	6,250
Kiviniemi Juha	1,150
Lahti Risto	900
Lajunen Ari	1,150
Lapatto Vesa	900
Nikkola Juha	1,150
Niku Mika	17,250
Ojala Pekka	250
Panula Heikki	1,150
Pöyhönen Ari	900
Sairanen Risto	4,450
Sandberg Ola starting	1,450
Tuhkasaari Timo	1,150

Name	Total, €
Ginman-Tjeder Nella	31,000
Korhonen Pasi	37,500
Moisio Jukka	30,400
Paavola Seppo	68,000
Paxal Kjell-Göran	43,000
Rantsi Jyrki	21,800
Ritola Ahti	52,600
Harri Sivula	31,000

Element	CEO	Deputy CEO
Base salary (including fringe benefits)	EUR 549,464	EUR 310,148
Pension	EUR 137,366	EUR 77,536
2020 paid short-term incentives	EUR 23,440 (paid in 2020)	EUR 18,204 (paid in 2020)
2020 earned short-term incentives	EUR 122,097 (earned in 2020)	EUR 71,372 (earned in 2020)
2020 paid long-term incentives	EUR 47,987 EUR 41,187 paid in cash 2020 + 850 shares at EUR 8.00 / 23 March 2020, cash and shares both earned based from earning periods 2017, 2018 and 2019.	EUR 20,761 EUR 19,129 paid in cash 2020 + 204 shares at EUR 8.00 /23 March 2020, cash and shares both earned based from earning periods 2017, 2018 and 2019.
Earned long-term incentives	EUR 191,681 Earned from earning periods 2018, 2019, 2020. Total value 19,460 shares (part of the shares is given as cash equivalent), with share value EUR 9.85 (share value per 31 December 2020), total value EUR 191,681. Shares/cash equivalent will be paid in 2021, 2022 and 2023.	EUR 46,049 Earned from earning periods 2018, 2019, 2020. Total value 4,675 shares (part of the shares is given as cash equivalent) with share value EUR 9.85 (share value 31 December 2020), total value EUR 46,049. Shares/cash equivalent will be paid in 2021, 2022 and 2023.
Other benefits	No other benefits during 2020	No other benefits during 2020