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Revenio Group Oyj — Remuneration Information 2018
Feb 27, 2018
3236_rns_2018-02-27_cbe20915-cfe4-46b0-ac05-0b48e20dd1c3.pdf
Remuneration Information
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SALARY AND REMUNERATION REPORT 2017
REVENIO GROUP CORPORATION
February 27, 2018
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1 INTRODUCTION
Revenio Group Corporation's ("Company", "Revenio") governance is based on legislation and the Company's Articles of Association. Revenio complies with all recommendations of the Finnish Corporate Governance Code 2015 issued by the Securities Market Association ("Governance Code"). The Corporate Governance Code is available to the public on the website of the Securities Market Association at www.cgfinland.fi.
The Company's Board of Directors has approved this Salary and Remuneration Report on February 27, 2018. The Report and the Company's Corporate Governance Report are available to the public on the Company's website, http://reveniogroup.fi/en/investors/corporate-governance/corporance-governance-statement/.
In compliance with regulations, the transactions of the Company's management involving Company financial instruments are published as stock exchange releases, also available on the Company's website at www.revenio.fi.
2 DECISION-MAKING PROCEDURE FOR REMUNERATION
The Company's statutory governing bodies are the Annual General Meeting, Board of Directors, President & CEO and Auditor. The statutory governing bodies are supported by the Chief Financial Officer. The Company's Board of Directors has not instituted committees from its membership.
The remunerations paid to the Board of Directors are decided by the Annual General Meeting. The Board prepares the remuneration proposal.
Revenio's Board of Directors decides on the remuneration, other financial benefits and the basis for the performance-based bonus schemes of the President & CEO, Managing Directors of subsidiaries and Group Management Team, including possible stock options within the limits set by the AGM. The President & CEO decides on the salaries and remuneration of other employees and the basis for their performance-based bonus schemes. The Board prepares proposals for the overall remuneration of the President & CEO, Managing Directors of subsidiaries and members of the Group Management Team. The fixed salaries of the Managing Directors of subsidiaries and members of the Group Management Team are nevertheless decided on the basis of a proposal made by the President & CEO. The Board of Directors may appoint one or more of its members to investigate the justifications for proposed performance-based remuneration and other benefits and to coordinate the use of possible outside experts.
The Company has a stock option program in place for key personnel, decided on by the Board on 8 October, 2015 according to the authorization issued by the AGM on March 19, 2015. The Board decides on the distribution of stock options.
3 KEY PRINCIPLES OF REMUNERATION
3.1 Key principles of remuneration of the Board of Directors
The AGM decides on the remuneration of Board members. On March 22, 2017, the AGM decided on the payment of the following annual remunerations to Board members for the term ending at the end of the following Annual General Meeting:
- the Chairman of the Board of Directors, EUR 48,000; and
- the members of the Board, EUR 24,000.
In accordance with the proposal of the Board of Directors, the AGM decided that 40% of the annual remuneration should be paid in Company shares and 60% in cash. The shares given as remuneration do not include any restrictions on conveyance.
The AGM also decided that the travel costs of permanent Board members will be reimbursed according to the Company's travel policy.
3.2 Key principles of remuneration of the President & CEO and other management
The remuneration system of the President & CEO, Group Management Team and Managing Directors of subsidiaries consists of a fixed monthly salary, an annual performance-based bonus system based on the achievement of targets set by the Board and a discretionary portion, and a stock option system. The company does not have a share bonus system in place. As of January 1, 2012, the President & CEO, Group Management Team, and Managing Directors of subsidiaries have benefited from group pension insurance and medical expenses insurance. The financial impact of this insurance is insignificant to the company.
The maximum annual amount of the performance-based bonus of the President & CEO of Revenio Group Corporation is equal to the fixed salary for six months and that of other management equal to the fixed salary for four months. The remuneration criteria of the performance-based bonus system consist of the performance targets for the Group and the manager's own area of responsibility, in addition to a discretionary portion. The performance-based bonus system covers five persons in positions of leadership in Group companies.
In addition to its performance-based bonus scheme, the Company also has an option scheme for Group key personnel, dating from 2015. Revenio Group Corporation's Board of Directors decides on the distribution of options. At the time of drawing up the financial statements, the President & CEO, members of the Group Management Team and Managing Directors of Subsidiaries held 99,000 option rights in total, of which 33,000 were held by the President & CEO. No shares have been subscribed under the 2015 option scheme as of yet.
In addition to the performance-based bonus system for key personnel, Revenio has a performance-based bonus system applying to all Group employees. In accordance with the choice of the persons designated as entitled to a bonus, part of the annual bonus is to be paid into a personnel fund established by the employees, which invests the majority of its assets in the purchase of Revenio Group Corporation shares.
The managing director agreement signed with the President & CEO is valid until further notice and can be terminated by either party with a period of notice of six (6) months
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without special reasons; however, if the agreement is terminated by the company, the earliest termination date is December 31, 2018.
If the Company relieves the President & CEO of his/her obligations during the period of notice, it has the right to appoint a new President & CEO and register him/her in the Trade Register.
The Company nevertheless has the right to terminate the managing director agreement with immediate effect if the President & CEO is guilty of the breaches or neglect referred to in Chapter 8 of the Employment Contracts Act.
The President & CEO is entitled to a pension in accordance with the Employment Contracts Act and other pension legislation, as well as a group pension.
4 REMUNERATION REPORT
4.1 BOARD OF DIRECTORS
Fees paid to the Board of Directors in 2017.
| Name | Position in the company | Annual fee (EUR) | Meeting fee (EUR) | Salary (EUR) | Total (EUR) |
|---|---|---|---|---|---|
| Tammela Pekka | Chairman of the Board | 48,000 | - | - | 48,000 |
| Kakkonen Kyösti | Board member | 24,000 | - | - | 24,000 |
| Kohonen Ari | Board member | 24,000 | - | - | 24,000 |
| Rönkä Pekka | Board member | 24,000 | - | - | 24,000 |
| Sundell Ann-Christine | Board member | 24,000 | - | - | 24,000 |
The members of the Company's Board of Directors elected by the Annual General Meeting of 2017 do not have an employment relationship with the Company.
The Company has no share-based remuneration schemes in place for Board members apart from the part of the annual fee paid in shares.
4.2 PRESIDENT & CEO
| Name | Position in the company | Monetary salary (EUR) | Performance-based bonuses (EUR) | Fringe benefits (EUR) | Employee stock options (EUR) | Total (EUR) |
|---|---|---|---|---|---|---|
| Timo Hildén | President & CEO | 191,163 | 48,661 | 17,201 | - | 257,025 |
Timo Hildén took up the duties of President & CEO of Revenion Group on January 1, 2017. In 2017, the President & CEO received a total of EUR 257,025 in salaries and fees,
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fringe benefits included. Of this total sum, EUR 48,661 consisted of variable fees in the form of an annual bonus earned for the period January 1 to December 31, 2016.
At the time of drawing up the financial statements, the President & CEO held 33,000 option rights. A total of 10,500 new option rights were granted to the President & CEO in 2017.
4.3 REMUNERATION OF OTHER MANAGEMENT
| Name | Position in the company | Monetary salary (EUR) | Performance-based bonuses | Fringe benefits (EUR) | Employee stock options (EUR) | Total (EUR) |
|---|---|---|---|---|---|---|
| Other members of the Members of the Management Team 418,546 | 96,695 | 56,400 | - | 571,641 | ||
| Group Management Team |
In 2017, the other members of the Group Management Team; i.e. the CFO, Sales and Marketing Director, R&D Director and Operations Director, received a total of EUR 571,641 in salaries and fees, fringe benefits included. Of this total sum, EUR 96,495 consisted of variable fees in the form of an annual bonus earned for the period January 1 to December 31, 2016.
At the time of drawing up the financial statements, the Management Team held 66,000 option rights. A total of 28,000 new option rights were granted to the Management Team in 2017.
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