Remuneration Information • Feb 15, 2024
Remuneration Information
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This remuneration policy specifies the principles for the remuneration paid to the Board of Directors and CEO of Eezy Plc (also referred to herein as Eezy or the Company). If necessary, the principles applying to the CEO shall all apply to the Deputy CEO, if such a person is appointed.
The goal of the Company's remuneration policy is to promote the Company's long-term financial success and competitiveness, as well as the favourable development of shareholder value. The goal of the remuneration policy of the Company's organs is to ensure that the long-term interests of the Company and its shareholders are realised and incentivise, commit and motivate the expert members of the organs to operate in line with the common targets. The principles of the remuneration policy are long-term commitment and remuneration in the form of the Company's shares.
The CEO's remuneration has a variable component, which is connected to the implementation of the Company's business strategy and the Company's long-term financial success. When the organs' remuneration policy and the corresponding remuneration structure and level were considered, the principle was to seek to provide incentives and fairness in the remuneration relationship. Due to this, when the remuneration structure and level were decided, the salary and employment conditions of the Company's employees were also taken into consideration.
This remuneration policy was prepared by the Board of Directors. The policy shall be presented to Eezy's annual general meeting in an advisory capacity at least once every four years and whenever material changes are made to it.
The Board of Directors shall regularly verify that Eezy's remuneration practices correspond to this remuneration policy. The Board of Directors may establish a Remuneration Committee or another committee to assist the Board in this matter.
Remuneration shall always be decided by the organ that appointed the recipient of the payment. In line with this, the remuneration paid to the members of the Board of Directors shall be decided by Eezy's general meeting. The general meeting shall decide on the level of emoluments payable to the members of the Board of Directors.
The Company's Board of Directors shall decide on the CEO's remuneration and other compensation and financial benefits within the limits set in the remuneration policy proposed at the general meeting. The Board of Directors has established a Human Resources Committee to assist the Board in personnel and remuneration matters. At least half of the members of the Human Resources Committee are independent of the company. Conflicts of interest have been taken into consideration during the decision-making process in relation to remuneration. In order to avoid conflicts of interest, Eezy's CEO shall not be a member of the Board of Directors.
The general meeting or, with the authorisation granted by the general meeting, the Board of Directors shall decide on the granting of shares, options and other special rights conferring an entitlement to shares. Shares, options and other special rights conferring an entitlement to shares may be granted to members of Eezy's organs as a component of their remuneration. In such cases, remuneration shall always be decided by the organ that appointed the payee.
The remuneration paid to the members of the Board of Directors shall be decided by Eezy's annual general meeting. The remuneration paid to the Board of Directors is based on the decisions of the general meeting. The Company's significant shareholders shall prepare a proposal to present to the annual general meeting concerning the remuneration payable to the Board of Directors.
The members of the Board of Directors shall not, in principle, serve on the Board of Directors of any Eezy Group subsidiaries or associated companies, except in extraordinary circumstances when the Board of Directors has decided on the matter on a case-by-case basis.
The Board of Directors shall decide on the CEO's remuneration and the key terms and conditions of employment. The Human Resources Committee assists the Board of Directors in this work. The CEO's remuneration may be based on a fixed or variable salary, bonus or other financial benefits.
The CEO has a written CEO's agreement, which states the key terms and conditions of employment. According to the CEO's agreement, the salary is fixed, and it may also include fringe benefits.
The fixed salary must be determined so as to ensure that it is competitive and takes into consideration the requirements of the position and of other corresponding positions in the market. The fixed salary shall be reviewed annually.
The variable component of the CEO's remuneration may consist of short-term and long-term remuneration. The Board of Directors shall decide on the structure, target level and other key terms and conditions associated with the variable component of the remuneration.
Short-term bonuses shall be based on the Company's profit, revenue or other corresponding targets set by the Board of Directors. The short-term component of remuneration cannot exceed the annual amount of fixed salary payable to the CEO.
A share-based scheme may be used for long-term remuneration, such as share bonuses or options. The bonus payable on the basis of a share bonus scheme may consist of a combination of shares and cash, with the cash component corresponding to the taxes and tax-like charges payable due to the award of shares. Under extraordinary circumstances, the Company may pay the CEO's bonus for the earning period entirely in cash, if the Board of Directors so decides. The Board of Directors may set a vesting period for shares awarded on the basis of variable remuneration, and it may determine the circumstances in which shares may be returned to the Company's ownership.
The fixed and variable salaries and components of remuneration must be appropriate in relation to the remuneration targets. The relative proportions of variable remuneration, target levels and maximum levels shall be based on the long-term strategic targets set by the Company's Board of Directors and the Company's long-term financial success.
The CEO may also be granted other financial benefits. These may include pension benefits, severance pay and other equivalent financial benefits. The Company's Board of Directors shall decide whether to grant other financial benefits to the CEO, taking into consideration the long-term strategic targets set by the Company's Board of Directors.
The Board of Directors shall decide annually on the structure, proportion and targets that form the prerequisites for the payment of variable remuneration. The Human Resources Committee assists the Board of Directors in this work. The targets shall be based on Eezy's financial and/or other operational and long-term strategic targets so that they promote an increase in Eezy's value, improvements in Eezy's business and long-term financial success.
The Board of Directors shall monitor the realisation of the targets and related indicators regularly. Any share bonuses shall be specified in the form of a quantity of Eezy shares. The Board of Directors shall determine the maximum number of shares annually. The bonus may not exceed the maximum number.
The Board of Directors shall decide on the other terms and conditions of the CEO's employment. The CEO's notice period and severance pay have been agreed in writing in the CEO's agreement. The quantities and principles for determining the quantities shall correspond to widely used figures for notice periods and severance compensation granted to CEOs. The CEO's agreement states the non-compete clauses applying to the CEO.
The Board of Directors may decide to defer or claw back the CEO's remuneration if the CEO's employment at Eezy or any other company in Eezy Group ends before the earning period or subsequent pre-agreed period of time ends.
The Company's Board of Directors shall be entitled to cut the bonus in accordance with the short- or long-term remuneration scheme or defer payment of the bonus until a better time for the Company if, for example, changes in circumstances beyond the Company's control or other conditions could lead to a detrimental or unreasonable outcome for the Company or the CEO if the scheme were applied as designed. Furthermore, the Board of Directors shall be entitled to claw back bonuses that have already been paid in whole or in part if it is necessary to alter information in the Company's financial statements in a way that affects the amount of the bonus, the targets of the scheme were manipulated, or action has been taken in violation of the Company's business interests, the Criminal Code of Finland or employment law or the Company's decision-making policy and ethical code or otherwise unethically.
The remuneration of Eezy's organs must remain within the boundaries of the remuneration policy presented to the general meeting. Any deviations from the remuneration policy may only be temporary if the deviation is based on the assurance of Eezy's long-term interests. Such situations may materialise in conjunction with events such as a change of CEO, significant mergers and acquisitions, and changes to the strategy due to significant internal or external factors. It is also possible to deviate from the remuneration policy due to changes in legislation or other regulations or decisions by the authorities (such as taxation).
If extraordinary circumstances arise, the Board of Directors may decide whether to alter the bonuses of all personnel except the member of the Board of Directors. The Board of Directors shall present the deviations and the associated grounds at the next general meeting. In addition, deviations shall be reported in the Company's next remuneration report.
If the Board of Directors expects a deviation from the remuneration policy to continue for longer than a temporary period, the Board of Directors shall prepare a new remuneration policy. This document shall be on the agenda at the next annual general meeting.
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