Remuneration of the members of the Supervisory Board
The Annual General Meeting decides on the remuneration of the members of the Supervisory Board annually, on the basis of the proposal prepared to the Annual General Meeting by the Shareholders' Nomination Board. The remuneration paid to the Supervisory Board in 2018 was as follows:
- Meeting compensation: EUR 250/meeting
- Compensation for loss of working time: EUR 250 for meeting and assignment dates
- Fee of the Chairman of the Supervisory Board: EUR 1,500/month
- Fee of the Deputy Chairman of the Supervisory Board: EUR 750/month
- Travel allowance according to the Company’s travel policy.
The members of the Supervisory Board 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 2018, the monthly and meeting fees paid to the members of the Supervisory Board for participating in the work of the Supervisory Board (including fees for work performed in other companies within the same Group) were as follows:
| Remuneration (in euros) of the members of the Supervisory Board, 2018 |
Work of the Supervisory Board |
Benefits from Group companies |
Total |
| Jukka Kaikkonen, Chair | 22,750 | 22,750 | |
| Anttikoski Juho, Deputy Chair | 13,000 | 13,000 | |
| Asunmaa Mika | 2,250 | 3,000 | 5,250 |
| Flink Reijo | 1,000 | 1,000 | |
| Haarala Lassi Antti | 2,500 | 2,500 | |
| Hantula Jussi | 2,250 | 2,250 | |
| Holm Henrik until 25th of April 2018 | 500 | 500 | |
| Hyry Hannu | 2,250 | 2,250 | |
| Hyttinen Veli | 2,000 | 11,000 | 13,000 |
| Ingalsuo Pasi | 2,250 | 9,400 | 11,650 |
| Jussi Joki-Erkkilä | 1,750 | 1,750 | |
| Juuse Marja-Liisa | 2,250 | 2,250 | |
| Kiviniemi Juha | 2,250 | 2,250 | |
| Lajunen Ari | 2,500 | 2,500 | |
| Nikkola Juha starting 26th of April 2018 | 1,750 | 1,750 | |
| Niku Mika | 2,000 | 4,200 | 6,200 |
| Ojala Pekka | 3,000 | 3,000 | |
| Panula Heikki | 2,250 | 2,250 | |
| Ritola Ahti until 25th of April 2018 | 0 | 0 | |
| Sairanen Risto | 2,500 | 2,500 | |
| Sandberg Ola starting 26th of April 2018 | 1,750 | 1,750 | |
| Tuhkasaari Timo | 2,250 | 2,250 | |
| Total | 75,000 | 27,600 | 102,600 |
Remuneration of the members of the Board of Directors
The Annual General Meeting decides on the remuneration of the members of the Board of Directors annually, on the basis of the proposal prepared to the Annual General Meeting by the Shareholders' Nomination Board. 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.
The remuneration paid to the Board of Directors in 2018 was as follows:
- Meeting compensation: EUR 300/meeting
- Compensation for loss of working time: EUR 300 for meeting and assignment dates
- Fee of the Chairman of the Board of Directors: EUR 4,700/month
- Fee of the Deputy Chairman of the Board of Directors: EUR 2,500/month
- Fee of members of the Board of Directors: EUR 2,000/month
- Travel allowance according to the Company`s travel policy.
In 2018 monthly fees and meeting fees paid to the members of the Board of Directors for participating in the procedures of the Board of Directors (including being a member of the Board of another company that is part of the same Group) were the following:
|
Name |
Position |
Board of Directors |
Benefits from group |
Total, € |
| Seppo Paavola | Chair | 69,900 | 69,900 | |
| Jyrki Rantsi | Deputy Chair | 42,300 | 17,700 | 60,000 |
| Nella Ginman-Tjeder | Member | 29,400 | 29,400 | |
| Esa Kaarto | Member until 25th of April 2018 | 8,100 | 9,000 | 17,100 |
| Pasi Korhonen | Member | 35,100 | 35,100 | |
| Jukka Moisio | Member | 27,900 | 27,900 | |
| Kjell-Göran Paxall | Member | 34,800 | 7,800 | 42,600 |
| Ahti Ritola | Member starting 26th of April 2018 | 23,100 | 13,100 | 36,200 |
| Harri Sivula | Member | 29,100 | 29,100 | |
| Total | 299,700 | 47,600 | 347,300 |
Bonus scheme for the CEO and other management
The remuneration of Atria Plc’s management aims to promote the company’s long-term financial success and competitiveness andthe favourable development of shareholder value. The bonus scheme for the management consists of a fixed monthly salary, merit payand 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: the terms of the service contracts of the CEO and Deputy CEO; the remuneration, fees and other employment benefitsof the directors who report to the CEO; the forms and criteria of the bonus and incentive schemes of top management; and the content and group assignments of the pension programmes 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 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 ofthe 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.
The base salary for CEO is EUR 511,782/year containing fringe benefits. According to the terms of short-term incentive plan dec ided byth e Board of Directors the CEO can earn yearly not more than 50 % of the yearly salary as merit pays. According to the terms of longterm incentive plan decided by the Board of Directors the CEO can earn yearly not more than 33 % of the yearly salary as merit pays.
The retirement age for the CEO is 63 years. The CEO nevertheless has the right to retire at the age of 60. The pension arrangement is payment-based and the amount of pension is based on the CEO’s annual earnings at Atria Group as specified by the Board of Directors. The earnings include monetary salary and fringe benefits without cash payments of incentive schemes.
According to the CEO’s contract, the period of notice is six months for both parties. If the company terminates the contract, the CEOis 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.
Incentive plans for management and key personnel
Long-term incentive plan
Atria Group Plc's Board of Directors decided on the long-term incentive programme for key personnel for the period 2018–2020. The aim of the share incentive programme is to encour-age Atria's senior management to acquire shares in the company and to take action and make decisions that will increase the company's long-term value.
The programme based on share and cash incentives is divided into three year-long earning periods, the first earning period having started 1 January 2018 and expired 31 December 2018. The bonuses payable under the programme are based on the company's earnings per share (70%) and organic growth (30%). The bonuses for 2018 will be paid in three equal in-stalments in 2019, 2020 and 2021, partly in the form of shares in the company and partly in cash. The cash sum is intended to cover the taxes and tax-like fees arising from the bonus. If a person's employment relationship ends before the payment of the bonus, the bonus will not usually be paid. The target group for the share incentive programme can contain a maximum of 40 people. The estimated total of the bonuses to be paid for the 2018 earning period is approximately EUR 0.2 million. The maximum amount of bonuses to be paid for the 2019 result is equal in value to 45,000 Series A shares, valued at market price when the shares are transferred to the recipients. The bonus will include a cash portion which will cover any taxes or similar costs incurred by the recipients.
The ended long-term incentive plan
All payments from the earning period implemented in 2015–2017 were based on the Group’s earnings per share (EPS) excluding non-recurring items. Cash bonuses payable under the plan for the entire 2015–2017 earning period was capped at EUR 4.5 million. The plan expired on 31 December 2017, and it covered a maximum of 45 people. The CEO as well as members of the Group’s Management Team and the Management Teams of Business Areas are covered by the programme. For the entire 2015–2017 earning period, bonuses worth EUR 2.1 million were accrued.
Short-term incentive plan
All payments from the earning period implemented in 2015–2017 were based on the Group’s earnings per share (EPS) excluding non-recurring items. Cash bonuses payable under the plan for the entire 2015–2017 earning period was capped at EUR 4.5 million. The plan expired on 31 December 2017, and it covered a maximum of 45 people. The CEO as well as members of the Group’s Management Team and the Management Teams of Business Areas are covered by the programme. For the entire 2015–2017 earning period, bonuses worth EUR 2.1 million were accrued.
Pension benefits
Managerial group pension benefits confirmed by Atria’s Board of Directors have been arranged for the members of Atria Group’s Management Team who are covered by Finnish social security. The retirement age of the group pension insurance is 63 years for the members of the Management Team. The retirement age determined in the insurance agreement can be changed if the earning srelatedpension legislation is changed. Members of the Management Team nevertheless have the right to retire at the age of 60. The pension plan is payment-based, and the pension is based on the annual earnings (monetary salary and fringe benefits) of the insured as specified by the Board of Directors.
The financial benefits paid to the CEO and the Management Team in 2018 were as follows:
| Salaries, EUR |
Fringe benefits |
Merit pay | Supplementary pension contributions |
2018 total |
|
| CEO Juha Gröhn | 511,782 | 20,597 | 78,828 | 133,095 | 744,301 |
| Deputy CEO Tomas Back Heikki Kyntäjä |
291,278 86,531 |
9,650 3,319 |
53,588 |
37,616 0 |
338,543 143,438 |
|
Other members |
1,238,536 | 71,793 | 175,415 | 112,046 | 1,597,790 |
| Total | 2,128,127 | 105,359 | 307,831 | 282,756 | 2,824,073 |
The Board of Directors’ valid authorisations concerning remuneration
Atria Plc’s Annual General Meeting held on 26 April 2018 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.