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 2022 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 4,800/month
- Fee of the Deputy Chair of the Board of Directors: EUR 2,600/month
- Fee of members of the Board of Directors: EUR 2,200/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 2021 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 Supervisory Board |
Total |
|
Halonen Jyrki, chairman |
21,600 |
|
Anttikoski Juho, deputy chairman |
12,600 |
|
Asunmaa Mika |
5,700 |
|
Haarala Lassi-Antti |
2,100 |
|
Hantula Jussi, until 29 April 2021 |
300 |
|
Herrala Mika, as of 30 of April 2021 |
1,200 |
|
Hyttinen Veli |
13,200 |
|
Ingalsuo Pasi |
14,100 |
|
Joki-Erkkilä Jussi |
1,500 |
|
Juuse Marja-Liisa |
1,500 |
|
Kiviniemi Juha |
1,500 |
|
Lahti Risto |
1,200 |
|
Lajunen Ari |
1,500 |
|
Lapatto Vesa |
1,200 |
|
Nikkola Juha |
1,500 |
|
Niku Mika |
21,900 |
|
Panula Heikki |
1,500 |
|
Pöyhönen Ari |
1,500 |
|
Sairanen Risto |
6,300 |
|
Sandberg Ola |
1,500 |
|
Tuhkasaari Timo |
1,500 |
More detailed brakdown of the remuneration is available in the Annual Report on page 145.
The Annual General Meeting 2022 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 4,800/month
- Fee of the Deputy Chair of the Board of Directors: EUR 2,600/month
- Fee of members of the Board of Directors: EUR 2,200/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 2021 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 |
68,400 |
|
Korhonen Pasi |
39,900 |
|
Ginman-Tjeder Nella |
32,400 |
|
Kaikkonen Jukka |
34,200 |
|
Laitinen Leena, as of 30 April 2021 |
21,800 |
|
Moisio Jukka |
30,600 |
|
Paxal Kjell-Göran |
39,600 |
|
Ritola Ahti |
54,900 |
|
Sivula Harri, until 29 April 2021 |
10,900 |
More detailed brakdown of the remuneration is available in the Annual Report on page 146.
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. 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.
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 beginning on 1 January 2021 and ending on 31 December 2021. The bonuses for 2021 will be paid in three equal instalments in 2022, 2023 and 2024, 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. The potential reward of the plan is based on the company's earnings per share EPS (70%) and organic growth (30%). If a person's employment relationship ends before the payment of the bonus, the bonus will not usually be paid. There are no restrictions regarding the ownership of paid shares.
The total paid salary for CEO during 2021 was EUR 769 791 and for deputy CEO EUR 408 217. The proportion of variable remuneration actually paid in 2021 was 27% for the CEO and 23% for the Deputy CEO of the total paid remuneration.
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.
|
2021 |
Fixed yearly salary |
Fringe benefits |
Paid merit pays |
Salaries tot. |
Supplementary pension contributions |
Earned merit pays |
|
Management team (excl. CEO and deputy CEO) |
1,587,587 |
143,340 |
397.458 |
2,128,385 |
139,224 |
746,425 |
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 beginning on 1 January 2021 and ending on 31 December 2021. The bonuses for 2021 will be paid in three equal instalments in 2022, 2023 and 2024, 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. The potential reward of the plan is based on the company's earnings per share EPS (70%) and organic growth (30%). If a person's employment relationship ends before the payment of the bonus, the bonus will not usually 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 29 April 2021 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.