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 2017 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 2017, 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, 2017 |
Work of the Supervisory Board |
Benefits from Group companies |
Total |
| Hannu Hyry, Chairman until 26 April 2017 |
8,500 |
8,500 | |
| Jukka Kaikkonen, Chairman from 26 April 2017 | 15,500 | 15,500 | |
| Anttikoski Juho, Deputy Chairman | 12,750 | 12,750 | |
| Asunmaa Mika | 2,000 | 2,000 | |
| Flink Reijo | 1,250 | 1,250 | |
| Haarala Lassi Antti | 2,250 | 2,250 | |
| Hantula Jussi | 2,000 | 2,000 | |
| Holm Henrik | 3,000 | 3,000 | |
| Hyttinen Veli | 2,250 | 10,800 | 13,050 |
| Ingalsuo Pasi | 2, 000 | 4,500 | 6,500 |
| Jussi Joki-Erkkilä | 1,500 | 1,500 | |
| Juuse Marja-Liisa | 2,000 | 2,000 | |
| Kiviniemi Juha | 2,000 | 2,000 | |
| Lajunen Ari | 2,250 | 2,250 | |
| Niku Mika | 2,000 | 4,500 | 6,500 |
| Ojala Pekka | 2,750 | 2,750 | |
| Panula Heikki | 2,000 | 2,000 | |
| Ritola Ahti | 2,000 | 2,000 | |
| Sairanen Risto | 2,250 | 2,250 | |
| Tuhkasaari Timo | 2,000 | 2,000 | |
| Total | 72,250 | 19,800 | 92,050 |
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 2017 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 4,400/month
- Fee of the Deputy Chairman of the Board of Directors: EUR 2,200/month
- Fee of members of the Board of Directors: EUR 1,700/month
- Travel allowance according to the Company`s travel policy.
The Annual General Meeting of 2017 decided, in accordance with the proposal of the Nomination Committee, to increase theremuneration and compensation of the members of the Board of Directors and the increased remuneration paid as of 27 April 2017 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 2017 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 | Chairman | 69,300 | 69,300 | |
| Jyrki Rantsi | Deputy Chairman | 42,300 | 11,700 | 54,000 |
| Nella Ginman-Tjeder | Member | 26,700 | 26,700 | |
| Esa Kaarto | Member | 333,300 | 34,500 | 67,800 |
| Pasi Korhonen | Member | 33,600 | 33,600 | |
| Jukka Moisio | Member | 25,800 | 25,800 | |
| Kjell-Göran Paxall | Member | 33,000 |
8,100 |
41,100 |
| Harri Sivula | Member | 28,200 | 28,200 | |
| Total | 292,200 | 54,300 | 346,500 |
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 501,206/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’s long-term incentive plan was implemented until 31 December 2017 in earning periods, which consisted of three one-year periods. Possible payments from the earning period implemented in 2015–2017 was based on the Group’s earnings per share (EPS) excluding extraordinary items. Bonuses earned during the period will be paid in instalments in the coming years. Cash rewards earned under the plan for the entire 2015–2017 earning period are capped at EUR 4.5 million. The plan ended on 31 December 2017, and it covered a maximum of 45 people. The plan covers the CEO and the rest of the Group’s Management Team. The bonuses accrued for the entire earning period of 2015–2017 totalled EUR 2.1 million.
Short-term incentive plan
The maximum bonus payable of Atria Plc’s short-term incentive plan is 25% to 50% of annual salary, depending on the performance impact and requirement level of each individual’s role. The criteria in the merit pay scheme are the performance requirements and net sales at Group level and in the area of responsibility of the person concerned. In addition to the CEO and other members of the Group’s Management Team, Atria Plc’s merit pay schemes cover approximately 40 people.
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 2017 were as follows:
| Salaries, EUR |
Fringe benefits |
Merit pay | Supplementary pension contributions |
2017 total |
|
| CEO Juha Gröhn | 501,206 | 20,683 | 63,500 | 130,472 | 715,861 |
| Deputy CEO Heikki Kyntäjä |
217,943 | 13,261 | 21,156 | 28,900 | 281,260 |
|
Other members |
1,453,535 | 86,017 | 280,832 | 90,412 | 1,910,796 |
| Total | 2,172,683 | 119,962 | 365,488 | 249,784 | 2,907,917 |
Share incentive plan
Atria Plc’s Board of Directors decided on the long-term incentive scheme of key personnel for the period 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 2018 and ending on 31 December 2018. The possible bonus in the scheme is based on the company’s earnings per share (70per cent) and organic growth (30 per cent).
The remuneration for 2018 will be paid in three equal installments in 2019, 2020, 2021 partly as A shares and partly in cash. The money order is intended to cover taxes and tax-related fees for the person in charge of the roof. If a person’s employment or service terminates before the payment of the premium, the premium will generally not be paid.
The target group of the share-based incentive scheme comprises a maximum of 40 people. The total amount of commissions payable on earnings period 2018 is EUR 2 million. The purpose of the new bonus scheme is to encourage Atria’s management to acquire the company’s shares and to increase the company’s long-term appreciation through its decisions and operations.
The Board of Directors’ valid authorisations concerning remuneration
Atria Plc’s Annual General Meeting held on 27 April 2017 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.