Salary and Remuneration Report

Remuneration to the Board members

In accordance with the resolution taken by the Annual General Meeting held in April 2014, the Chairman of the Board of Directors shall be paid a remuneration of EUR 2 800 per month, the Vice Chairman EUR 1 400 per month, and other Board members EUR 750 per month. The remuneration per Board meeting paid to a Board member and to the secretary shall be paid EUR 200/meeting for a meeting lasting less than 2 hours and EUR 350/meeting for a meeting lasting over 2 hours. If the Chairman of the Board, the Vice Chairman of the Board, the Managing Director of the company, or a member of the Management Group calls for an elected official to take care of a certain task, EUR 250 shall be paid to the elected official to compensate for the lost workday in case no remuneration for attending the meeting is paid for the said task. The Board members shall be compensated for their travel expenses and they shall be paid per diem allowances in line with the amounts of tax-free compensation decided by Finland’s National Board of Taxes.

The total amount of the salaries and remunerations to the Board shall be paid in cash. The Board members are not part of any incentive scheme. The Chairman of the Board and the Board members do not have an employment contract with, or are not employed by, the company. As regards the salaries and remunerations received by them, the Chairman of the Board and the Board members are insured under the normal TyEL system. Without a separate notice period, salary for the notice period, or other notice-based remunerations, the term in office of the Chairman of the Board and of the Board members shall end at the Annual General Meeting.

For the 2014-2015 financial year, the amount of the remunerations paid to the Chairman of the Board and to the Board members totalled EUR 181 960.

Incentive scheme for the Managing Director and for the other management

The Board of Directors decides on any bonus and other remuneration payable to the Managing Director and Deputy Managing Director. Furthermore, the Board of Directors decides on any compensation payable to them based on termination of employment. The company’s Managing Director decides on any bonus and other remuneration payable to other managerial personnel. However, the company’s Board of Directors always decides on the company’s incentive scheme, its goals, maximum remunerations and indicators. The terms and conditions of the incentive scheme are defined in writing.

In compliance with the rules and regulations of the company’s incentive scheme, it is possible to pay to the company’s Managing Director, Deputy Managing Director, and other Management Group members a profit and incentive bonus equivalent to a 0-3 month salary, which bonus is based on the Group’s return on equity, on cost efficiency, and on the implementation of defined strategic projects.

The incentive scheme is based on short-term performances, and its earning period is the company’s financial year, but its goals are set so that their realisation promotes the company’s long-term competitiveness.

The company’s Managing Director and other management do not participate in any share or share-based incentive scheme.

The retirement age of the Managing director and Vice/Deputy Managing Director is 60 years and 60% of the level of retirement is based on the benefits. The other management has the possibility to participate in an additional payment-based retirement system. The decision on establishing an additional retirement system was taken by the company’s Board of Directors.

Finacial benefits included in the Managing Director’s employment

The salary, remunerations, and fringe benefits for the financial year 2014-2015 of Managing Director Pertti Fallenius totalled 285 852 euro. In addition to the salary in money, he also had a company car and telephone. In case of notice, in addition to the salary, Managing Director Pertti Fallenius is entitled to a compensation equivalent to a 12-month salary. The period of notice is 6 months.

Updated February 2016