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Asbis Enterprises PLC Remuneration Information 2021
5509_rns_2021-05-05_67e00534-75f8-47f9-b423-336dc192985c.pdf
Remuneration Information
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ASBISc Enterprises Plc Remuneration Report 2019 – 2020 financial years
Table of Contents
| Introduction 3 |
|---|
| Summarized overview of ASBIS remuneration policy and application in 2020 5 |
| Application of Remuneration Policy in 2020 6 |
| Fixed salary 6 |
| Incentive pay 6 |
| Incentive pay criteria 2020 7 |
| Pensions and other benefits 8 |
| Total remuneration for directors paid in 2020 and 2019 11 |
| Comparative information on the change of remuneration and company performance 12 |
| Derogations and deviations from the Remuneration Policy and from the procedure for its implementation 12 |
| Any use of the right to reclaim 13 |
| Information on shareholder vote 13 |
Introduction
ASBISC Enterprises Plc. (hereinafter referred to – Company, ASBIS) has designed and integrated a Remuneration Policy for Members of Management Board in line with the provisions on remuneration as set out the Public Offer and the Conditions for Introducing Financial Instruments to the Organized Trading System and Public Companies Act which transpose regulations of Directive (EU) 2017/828, dated 16 October 2019.
Following regulations of Directive (EU) 2017/828, the Annual General Meeting of Shareholders of ASBISc Enterprises Plc dated 6 May 2020 approved a new Remuneration Policy for Members of Management Board.
The Remuneration Policy for Members of the Management Board describes the principles for payment of remuneration to the members of the Management Board.
This Remuneration Policy is available at the Company's registered office and on its website https://investor.asbis.com/remuneration-policy
The Remuneration Report for each financial year is subject to be assessed by auditors and approved at the Annual General Meeting each year under a separate item on the agenda.
This Remuneration Report provides an overview of the Remuneration Policy for ASBISc Enterprises Plc Management Board and the application thereof in 2020.
Key highlights – 2020 performance
Despite challenging macro-economic market conditions in 2020, ASBIS was able to deliver a solid performance through a very good strategy, broad geographical coverage, broad product portfolio, very good relations with vendors and the credibility that we have developed in our markets.
In the COVID-19 pandemic era, our revenues amounted to over USD 2.3 billion - the Company's record-high, which compared to that of 2019 shows an increase of 24%. Cash earnings per share increased by more than 140% to USD 66.15. EBITDA increased by 64.5% with an EBITDA margin of 2.6%.
The profit from operations reached USD 56.7 million and net profit after taxation amounted to USD 36.5 million, another record-breaking, which reflects an excellent year-on-year increase of 140%.
The Management Board delivered on its promise of short-and long-term value creation, by taking important steps towards the further execution of ASBIS growth strategy.
The Company was able to satisfy the increased demand for digital transformation and fulfil orders within a specified period. Once again, we have proved that we can operate efficiently and flexibly, adjusting to the prevailing market circumstances.
Summarized overview of ASBIS remuneration policy and application in 2020 / in thousands USD/
| Policy summary | Application in 2020 | |||
|---|---|---|---|---|
| • A fixed salary is paid to Executive |
• Fixed salary was paid as follows: |
|||
| Directors in 13 equal monthly instalments and to Non-Executive |
- Siarhei Kostevitch – USD 138, |
|||
| directors in 12 equal monthly instalments |
- Marios Christou – USD 90 |
|||
| • The aim of the fixed salary is to attract |
- Costas Tziamalis – USD 90 |
|||
| Fixed salary | and retain the best-qualified members |
- Yuri Ulasovich – USD 135 |
||
| • Fixed salary is considered on a |
- Demos Demou – USD 14 |
|||
| regular basis in light of economic climate, market conditions, Company performance, the individual's role, skills and remit, and increases elsewhere in the Company |
- Tasos Panteli – USD 14 |
|||
| • Incentive pay is based on performance criteria and it is in line |
Applicable criteria and their weight: - financial results: 100% |
|||
| with the business strategy, market | - non-financial targets: not |
|||
| condition and the specific environment in which the company |
quantified | |||
| operates. | - personal objectives: not |
|||
| Incentive pay | • Incentive pay is paid only if it is sustainable according to the financial |
quantified | ||
| situation of the Company as a whole and justified according to the performance of the business unit, the |
||||
| Actual pay-out was as follows: | ||||
| fund and the individual concerned | - Siarhei Kostevitch – USD 367 and |
|||
| • At the target level: - quarterly financial, non-financial |
USD 15 for extraordinary items, | |||
| and personal objectives, paid up | - Marios Christou – USD 7 and USD |
|||
| to around 7% of the Chief Executive Officer's total pay and |
61 for extraordinary items, | |||
| up to 5% of the Chief Risk | - Costas Tziamalis – USD 7 and |
|||
| Management Officer's and Chief Finance Officer's total pay, |
USD 61 for extraordinary items, | |||
| - Net profit bonus - calculated as |
- Yuri Ulasovich – USD 61 for |
|||
| % from achieved NP target. The maximum level is up to 11% of |
extraordinary items. | |||
| the Chief Risk Management Officer's and Chief Finance |
||||
| Officer's total pay, | ||||
| - Net Profit commissions - |
||||
| calculated as % from Profit after Tax. The maximum level is up to |
||||
| approximately 44% of the Chief | ||||
| Provident | Executive Officer's total pay. • The members of the Management |
Provident Fund was paid as follows: | ||
| Fund | Board are not entitled to any pension | - Siarhei Kostevitch – USD 4, |
||
| contributions however they participate in the Employees |
- Marios Christou – USD 3 |
|||
| Provident Fund. | - Costas Tziamalis – USD 3 |
|||
| - Yuri Ulasovich – USD 4 |
||||
Application of Remuneration Policy in 2020
Fixed salary
The fixed salary for the members of the Management Board is determined by the Remuneration Committee.
The base salaries for the members of the Management Board remained unchanged in 2020, except for an adjustment for rate difference, as the Management Board is paid in Euro but the numbers are translated in USD for reporting purposes.
| Annual fixed salary for the management board /in thousands USD/ | |||
|---|---|---|---|
| 2019 | 2020 | ||
| Siarhei Kostevitch | 134 | 138 | |
| Marios Christou | 87 | 90 | |
| Costas Tziamalis | 87 | 90 | |
| Yuri Ulasovich | 131 | 135 | |
| Demos Demou | 10 | 14 | |
| Tasos Panteli | 10 | 14 |
Incentive pay
The objective of the Management Board incentive pay is to ensure that the members of the Management Board priorities defined short-term operational objectives, leading to longer-term value creation.
The incentive pay consists of a (potential) cash bonus payment, depending on achievements concerning pre-set targets: financial (Net Profit After Tax and Cash From Operating Activities) non-financial and personal objectives, which are consistent with the strategy and aligned to shareholder interests, for Chief Executive Officer, Chief Risk Management Officer and Chief Finance Officer.
| Incentive pay for the management board /in thousands USD/ | |||
|---|---|---|---|
| 2019 | 2020 | ||
| Siarhei Kostevitch | 201 | 367 | |
| Marios Christou | 7 | 7 | |
| Costas Tziamalis | 7 | 7 |
On an annual basis, the Remuneration Committee selects financial and non-financial targets for the Management Board. In selecting the targets the Nominations and Remuneration Committee takes into account analysts' forecasts, economic conditions and the Committee's expectation of performance over the relevant period.
Incentive pay criteria 2020
The following table shows the selected criteria, their weight and the performance ranges that applied to the 2020 incentive pay:
| Criteria | Performance thresholds |
Total weight |
|---|---|---|
| Non-financial criteria | Performance and pay-out is assessed by the Remuneration Committee per individual criteria |
not quantified |
| Personal objectives | Performance and pay-out is assessed by the Remuneration Committee per individual criteria |
not quantified |
| Financial results | Net Profit after Tax: Minimum target – USD 23 m Maximum target – USD 25 m Cash From Operating Activities: Not quantified |
100% |
The financial results in 2020 met above the maximum level, hence the full amount of 100% of the total incentive pay was awarded for this component.
In conclusion, the total incentive pay for 2020 granted to Chief Executive Officer, Chief Risk Management Officer and Chief Finance Officer amounted to 100% of the maximum opportunity. This resulted in a gross cash bonus payment of USD 367 to the Chief Executive Officer and USD 7 to the Chief Finance Officer and Chief Risk Management Officer.
Pensions and other benefits
Benefits
To provide a market competitive remuneration package, a number of work-related benefits are available to the Executive Directors. In addition to the fixed and incentive pay, the Company offers a range of benefits including:
- Car;
- Phone;
- Medical Insurance.
Employees Provident Fund
Employees Provident Fund is the main scheme under the Employees' Provident Funds and Miscellaneous Provisions Act, 1952. The scheme is managed under the aegis of the Employees' Provident Fund Organization. The members of the Management Board participate in the Employees Provident Fund also. An equal contribution is payable by each employee and Company. It might be 3%, 5%, 7% or 10% from fixed salary. The benefits from the Provident Fund can only be paid to any member of such fund or to the legitimate heirs of the member:
- In case of retirement;
- In case the member becomes permanently incapable for work;
- In case of the death of the member;
- In case of termination of employment of the member;
- In case of dissolution of the fund.
Pension
The members of the Management Board are not entitled to any pension contributions in addition to the fixed annual remuneration and Employees Provident Fund.
In 2020, the one-time special bonus was granted to all Executives Directors due to the extraordinary profitability of 2020. This resulted in a gross cash bonus payment of USD 15 to the Chief Executive Officer and USD 61 to the Chief Finance Officer, Chief Risk Management Officer and Chief Operating Officer individually.
The table below presents the information on performance criteria and its application in 2019
| Name of director, position | 1 Description of the performance criteria and type of applicable remuneration |
2 Relative weighting of the performance criteria |
3 Information on Performance Targets a) Minimum target/threshold performance and b) corresponding award |
a) Maximum/target performance and b) corresponding award |
4 a) Measured performance and b) actual award outcome |
|---|---|---|---|---|---|
| Income Statement: NPAT | a) 13M\$ | a) 14M\$ | a) 15.2m\$ | ||
| Siarhei Kostevitch, | b) 195 000\$ | b) 210 000 \$ | b) 201 000 \$ | ||
| Chairman, Executive (Chief Executive Officer) |
Cash Flow: Cash From | a) not quantified | a) not quantified | a) +29 M\$ | |
| Operating Activities | b) not applicable | b) not applicable | b) not applicable | ||
| Non-finance: compliance with all applicable laws and regulations in all the |
a) not quantified | a) not quantified | a) not quantified | ||
| countries we conduct business in (non measurable) |
b) not applicable | b) not applicable | b) not applicable | ||
| Income Statement: NPAT | a) 13M\$ | a) 14M\$ | a) 15.2m\$ | ||
| b) not applicable | b) not applicable | b) not applicable | |||
| Cash Flow: Cash From Operating Activities |
a) not quantified | a) not quantified | a) +29 M\$ | ||
| Marios Christou, Executive | b) not applicable | b) not applicable | b) not applicable | ||
| (Chief Financial Officer) | Non-finance: compliance with all applicable laws and regulations in all the countries we conduct business in (non measurable) |
a) not quantified | a) not quantified | a) not quantified | |
| b) not applicable | b) not applicable | b) not applicable | |||
| Income Statement: NPAT | a) 13M\$ | a) 14M\$ | a) 15.2m\$ | ||
| Costas Tziamalis, Executive |
b) not applicable | b) not applicable | b) not applicable | ||
| (Director of Credit and Investor Relations) |
Cash Flow: Cash From | a) not quantified | a) not quantified | a) +29 M\$ | |
| Operating Activities | b) not applicable | b) not applicable | b) not applicable | ||
| Non-finance: compliance with all applicable laws and regulations in all the countries we conduct business in (non measurable) |
a) not quantified | a) not quantified | a) not quantified | ||
| b) not applicable | b) not applicable | b) not applicable | |||
| Income Statement: NPAT | a) 13M\$ | a) 14M\$ | a) 15.2m\$ | ||
| b) not applicable | b) not applicable | b) not applicable | |||
| Yuri Ulasovich, Executive (Chief Operating Officer) |
Cash Flow: Cash From Operating Activities |
a) not quantified | a) not quantified | a) +29 M\$ | |
| b) not applicable | b) not applicable | b) not applicable | |||
| Non-finance: compliance with all applicable laws |
a) not quantified | a) not quantified | a) not quantified | ||
| and regulations in all the countries we conduct business in (non measurable) |
b) not applicable | b) not applicable | b) not applicable |
All printed copies and duplicate soft copies are considered un-Controlled copies and the original on-line version should be referred for latest version.
The table below presents the information on performance criteria and its application in 2020
| Name of director, position | 1 Description of the performance criteria and |
2 Relative weighting of the performance criteria |
3 Information on Performance Targets |
4 a) Measured performance and |
|
|---|---|---|---|---|---|
| type of applicable remuneration |
a) Minimum target/threshold performance and b) corresponding award |
a) Maximum/target performance and b) corresponding award |
b) actual award outcome |
||
| Siarhei Kostevitch, Chairman, Executive (Chief Executive Officer) |
a) 23M\$ | a) 25M\$ | a) 36.5m\$ | ||
| Income Statement: NPAT | b) 345 000 \$ | b) 375 000 \$ | b) 367 000 \$ | ||
| Cash Flow: Cash From | a) not quantified | a) not quantified | a) +42 M\$ | ||
| Operating Activities | b) not applicable | b) not applicable | b) not applicable | ||
| Non-finance: compliance with all applicable laws |
a) not quantified | a) not quantified | a) not quantified | ||
| and regulations in all the countries we conduct business in (non measurable) |
b) not applicable | b) not applicable | b) not applicable | ||
| Marios Christou, Executive (Chief Financial Officer) |
Income Statement: NPAT | a) 23M\$ | a) 25M\$ | a) 36.5m\$ | |
| b) not applicable | b) not applicable | b) not applicable | |||
| Cash Flow: Cash From | a) not quantified | a) not quantified | a) +42 M\$ | ||
| Operating Activities | b) not applicable | b) not applicable | b) not applicable | ||
| Non-finance: compliance with all applicable laws |
a) not quantified | a) not quantified | a) not quantified | ||
| and regulations in all the countries we conduct business in (non measurable) |
b) not applicable | b) not applicable | b) not applicable | ||
| Costas Tziamalis, Executive (Director of Credit and Investor Relations) |
a) 23M\$ | a) 25M\$ | a) 36.5m\$ | ||
| Income Statement: NPAT | b) not applicable | b) not applicable | b) not applicable | ||
| Cash Flow: Cash From | a) not quantified | a) not quantified | a) +42 M\$ | ||
| Operating Activities | b) not applicable | b) not applicable | b) not applicable | ||
| Non-finance: compliance with all applicable laws |
a) not quantified | a) not quantified | a) not quantified | ||
| and regulations in all the countries we conduct business in (non measurable) |
b) not applicable | b) not applicable | b) not applicable | ||
| Yuri Ulasovich, Executive |
Income Statement: NPAT | a) 23M\$ | a) 25M\$ | a) 36.5m\$ | |
| b) not applicable | b) not applicable | b) not applicable | |||
| Cash Flow: Cash From | a) not quantified | a) not quantified | a) +42 M\$ | ||
| Operating Activities | b) not applicable | b) not applicable | b) not applicable | ||
| (Chief Operating Officer) | Non-finance: compliance with all applicable laws |
a) not quantified | a) not quantified | a) not quantified | |
| and regulations in all the countries we conduct business in (non measurable) |
b) not applicable | b) not applicable | b) not applicable |
Total remuneration for directors paid in 2020 and 2019
The following table summarizes the costs for the remuneration of the Management Board members of ASBIS in the financial year 2020 and 2019.
| 1 Fixed remuneration |
2 Variable remuneration |
3 Extraordinary |
4 Provident |
5 Total |
6 Proportion of |
|||||
|---|---|---|---|---|---|---|---|---|---|---|
| Name of the director, Position | Year | Basic | Fees | Fringe benefits |
One-year variable |
Multi-year variable |
items | Fund | remuneration | fixed and variable remuneration |
| Siarhei Kostevitch, Chairman, Executive (Chief Executive Officer) |
2020 | 138 | 367 | 15 | 4 | 524 | 38% | |||
| 2019 | 134 | 201 | 0 | 4 | 339 | 66% | ||||
| Marios Christou, Executive (Chief Financial Officer) |
2020 | 90 | 7 | 61 | 3 | 161 | 1,285% | |||
| 2019 | 87 | 7 | 0 | 3 | 97 | 1,243% | ||||
| Costas Tziamalis, Executive (Director of Credit and Investor Relations) |
2020 | 90 | 7 | 61 | 3 | 161 | 1,285% | |||
| 2019 | 87 | 7 | 0 | 3 | 97 | 1,243% | ||||
| Yuri Ulasovich, Executive (Chief Operating Officer) |
2020 | 135 | 0 | 61 | 4 | 201 | only fixed | |||
| 2019 | 131 | 0 | 0 | 4 | 135 | only fixed | ||||
| Demos Demou, Non-executive (Non-executive Director) |
2020 | 14 | 0 | 0 | 0 | 14 | only fixed | |||
| 2019 | 10 | 0 | 0 | 0 | 10 | only fixed | ||||
| Tasos Panteli, Non-executive (Non-executive Director) |
2020 | 14 | 0 | 0 | 0 | 14 | only fixed | |||
| 2019 | 10 | 0 | 0 | 0 | 10 | only fixed |
Share-based remuneration
Share-based remuneration is not applied by ASBIS.
Comparative information on the change of remuneration and company performance
The annual change of remuneration of ASBIS's Management Board, the performance of the Company and the average remuneration of ASBIS are presented in below table in a comparative manner for the last five reported financial years (RFY).
| RFY2016 vs RFY2015 |
RFY2017 vs RFY2016 |
RFY2018 vs RFY2017 |
RFY2019 vs RFY2018 |
RFY2020 vs RFY2019 |
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|---|---|---|---|---|---|---|---|---|---|
| Directors remuneration | |||||||||
| Siarhei Kostevitch, Chairman, executive (Chief Executive Officer) |
7% | 6% | 135% | -23% | 55% | ||||
| Marios Christou, executive (Chief Financial Officer) |
0% | 3% | 54% | -3% | 66% | ||||
| Costas Tziamalis, executive (Director of Credit and Investor Relations) |
0% | 2% | 59% | -4% | 66% | ||||
| Yuri Ulasovich, executive (Chief Operating Officer) |
0% | 2% | 10% | -5% | 49% | ||||
| Chris Pavlou, non-executive (Non-executive Director) |
-80% | 0% | 0% | -100% | - | ||||
| Demos Demou, non-executive (Non-executive Director) |
0% | 0% | 1000% | 40% | |||||
| Tasos Panteli, non-executive (Non-executive Director) |
40% | ||||||||
| Total | 2% | 4% | 76% | -12% | 57% | ||||
| Company Performance | |||||||||
| Finance metric A - Income Statement: Profit for the year |
127% | 49% | 74% | 27% | 140% | ||||
| Finance metric B - Cash Flow: Cash from Operating Activities |
159% | 346% | -127% | 358% | 43% | ||||
| Non-finance metric C - compliance with all applicable laws and regulations in all the countries we conduct business in (non-measurable) |
|||||||||
| Average remuneration on a full-time equivalent basis of employees | |||||||||
| Employees of the company | 32% | 13% | 28% | 0% | 20% | ||||
| Employees of the group | 2% | 11% | 9% | 9% | 6% |
Derogations and deviations from the Remuneration Policy and the procedure for its implementation
In 2020, the application of the Remuneration Policy for the Management Board was consistent with the policies included therein. No deviation or derogation took place.
Any use of the right to reclaim
During the reported financial year, the variable remuneration has not been reclaimed.
Information on shareholder vote
2020 was the first year of the application of the new Remuneration Policy for the Management Board. Information on shareholder vote on this Remuneration Report will be presented next year.
Signatures:
…………………………………………………… Siarhei Kostevitch
Chairman, Chief Executive Officer Member of the Board of Directors
......................................................................
Marios Christou Chief Financial Officer Member of the Board of Directors
.......................................................................
Constantinos Tziamalis Director of Credit and Investor Relations Member of the Board of Directors
.......................................................................
Yuri Ulasovich Chief Operating Officer Member of the Board of Directors