Remuneration Information • May 31, 2023
Remuneration Information
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Commercial name AS BALTIKA Commercial Registry no 10144415 Legal Form of Entity Public limited liability company Legal address Valukoja 10, Tallinn 11415, Estonia Phone +372 630 2700 E-mail [email protected] Internet homepage: www.baltikagroup.com Main activities Design, development, purchase and sales arrangement of the fashion brands of clothing Auditor AS PricewaterhouseCoopers Beginning and end of financial year 01.01.2021 - 31.12.2021 Name of parent entity AS BALTIKA Name of ultimate parent of group AS BALTIKA
In this remuneration report of Baltika AS (reporting period 01.01.2021 - 31.12.2021), information is published on the remuneration and benefits paid to the members of the Management Board of Baltika AS in 2021. When determining the remuneration (basic as well as supplementary) of the members of the management bodies of Baltika AS, the company's practice, strategy, short and long-term objectives, financial indicators and the duties and responsibilities of each member of the management are taken into account. Remuneration must be competitive in order to retain professional and competent top managers.
The objective of the remuneration policy is to ensure that the long-term objectives and interests of the company are protected and sustainable. The remuneration report shall be drawn up for the first time and submitted to the shareholders for approval at the Annual General Meeting. This remuneration report forms an integral part of the annual report.
In 2021, the Group's Board of Directors consisted of two members. The members of the Management Board are remunerated in accordance with their contracts. According to the contract, the members of the Management Board are paid a remuneration and have the possibility to receive a performance bonus once a year based on the achievement of specific, comparable and predetermined targets for the Group's financial performance in the previous year and the achievement of long-term strategic objectives.
The Chairman of the Management Board is paid an annual bonus by the Company of 3% of the audited EBITDA for the year observed (excluding the impact of IFRS16). The payment of the bonus is conditional on the company having a positive operating profit for the year indicated, both with and without the impact of IFRS 16. The annual bonus is capped at 65% of the director's annual remuneration.
The performance bonus is paid annually, with the first performance bonus for the Board of Directors being determined by the Supervisory Board and the other members of the Board of Directors receiving a performance bonus based on the Company's Management Team performance bonus policy. Management Team performance bonuses are based not only on corporate performance but also on personal targets agreed in accordance with the Board member's area of responsibility and focus activities for the year. The performance bonus is normally paid once a year after approval of the annual report.
The fund of the 2021 management bonus scheme is 20% of the annual salary of each member of the management team.
The maximum amount of the bonus for each member of the Management Team is 20% of his/her annual salary, based on actual payments made in 2021. The main condition for the payment of any bonus is the achievement of the company's EBITDA target (excluding IFRS 16).
| Maigi Pärnik-Pernik (until 22.05.2020) | 2017 | 2018 | 2019 | 2020 | 2021 |
|---|---|---|---|---|---|
| Basic salary | 64 978 | 72 770 | 87 067 | 42 750 | |
| Performance pay | 12 000 | 0 | 0 | 0 | |
| Total remuneration | 76 978 | 72 770 | 87 067 | 42 750 | |
| Share of performance pay | 16% | 0% | 0% | 0% | |
| Mae Leyrer (until 22.05.2020) | 2017 | 2018 | 2019 | 2020 | 2021 |
| Basic salary | 80 344 | 44 868 | |||
| Performance pay | 0 | 0 | |||
| Total remuneration | 80 344 | 44 868 | |||
| Share of performance pay | 0% | 0% | |||
| Triinu Tarkin (until 04.06.2021) | 2017 | 2018 | 2019 | 2020 | 2021 |
| Basic salary | 5 000 | 24 500 | |||
| Performance pay | 0 | 0 | |||
| Total remuneration | 5 000 | 24 500 | |||
| Share of performance pay | 0% | 0% | |||
| Flavio Perini (from 01.04.2020…) | 2017 | 2018 | 2019 | 2020 | 2021 |
| Basic salary | 129 226 | 238 401 | |||
| Performance pay | 0 | 125 000 | |||
| Total remuneration | 129 226 | 363 401 | |||
| Share of performance pay | 0% | 34% | |||
| Brigitta Kippak (from 01.06.2021…) | 2017 | 2018 | 2019 | 2020 | 2021 |
| Basic salary | 34 545 | ||||
| Performance pay | 6 000 | ||||
| Total remuneration | 40 545 | ||||
| Share of performance pay | 15% |
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