Remuneration of the Board Members
According to the Company’s Articles of Association, the Annual General Meeting determines the remuneration of the Board Members. The fees of the Board Members are paid in fixed amounts of cash. A monthly fee of EUR 1,250 is paid to the Chairman and those Board members who are not employed by the Group. The Group has not granted loans, guarantees or other contingencies to the Board Members.
Remuneration of the Group CEO
The Board determines the Group CEO’s remuneration and other contractual issues. Topi Ruuska was named Group CEO in September 2015 and his employment ended on September 2016. The Board named CFO Elina Rahkonen as an interim CEO starting on October 2016.
The remuneration of Group CEO Topi Ruuska, who has served as the Group CEO since September 2015, consisted of salaries and fringe benefits. In 2016, Topi Ruuska was paid salaries and fringe benefits of 155 thousand euros. The CEO’s benefits include statutory pension. The pension age has not been determined. The period of notice is six months, as determined in the employment contract. A separate compensation for the period of notice is included in the contract is 12 months’ salary.
The remuneration of interim CEO Elina Rahkonen consisted of salaries paid in cash and fringe benefits. In 2016, Elina Rahkonen was paid a salary and fringe benefits of 107 thousand euros. Rahkonen’s other benefits include a statutory pension. A pension age has not been determined. The period of notice is six months.
Remuneration of CEO Heikki Vienola, who served as the CEO until the end of August 2015, consisted of salaries paid in cash. He did not have fringe benefits. In 2015, the CEO Heikki Vienola was paid a salary of 50 thousand euros and extra pension of 1 thousand euros. The CEO’s benefits include statutory pension. The pension age has not been determined. The period of notice was three months, as determined in the employment contract. No separate compensation for the period of notice was included in the contract.
Remuneration of senior management
Remuneration of senior management consists of monetary wages, fringe benefits, additional pensions, annually-determined performance-based bonuses and possible share-based incentives. In addition to fixed monthly salaries, a part of the payments is based on financial performance and the person’s individual goal-setting.
The Group CEO determines the contractual terms, salaries and possible other benefits and incentives of the Executive Board Members. In 2016, the Group Executive Board consisted of Topi Ruuska (until 9/2016), Trond Fikseaunet, Elina Rahkonen, Tarja Törmänen and Veijo Ågerfalk.
In 2015, the Group Executive Board consisted of Heikki Vienola, Ninni Arion, Trond Fikseaunet, Elina Rahkonen, Topi Ruuska, Tarja Törmänen and Veijo Ågerfalk.
In addition to the Executive Board Members, also a few Managing Directors of the subsidiaries are paid based on the performance incentive program. The written contracts for Managing Directors define the customary mutual period of notice and possible other special compensation.
Key employees’ shareholdings and share-based incentive plans
Information on the public insiders, their related parties and the shareholdings in Wulff Group are presented in the Group’s investor site’s chapter Board and Corporate Governance.
The Group does not have any option schemes currently in force. Wulff Group does not have a share reward plan. Wulff Group Plc’s Board of Directors makes the rules for the possible share reward plans and approves the key persons to be included in the plan.
Summary of top management’s benefits
Summary of the top management’s employment benefits:
|Board members’ salaries and fees|
|Heikki Vienola, Group CEO until August 2015, Chairman of the Board||18||50|
|Sakari Ropponen until July 2015||0||9|
|Vesa Tengman until April 2015||0||5|
|Johanna Marin since September 2015||15||3|
|Tarja Pääkkönen until April 2015||0||5|
|Andreas Tallber, Chairman of the Board until September 2015||15||14|
|Board members’ additional pension benefits|
|Heikki Vienola, Group CEO||0||1|
|Board members’ benefits total||63||101|
|Group management board’s basic salaries and fringe benefits||712||551|
|Group management board’s bonuses||0||0|
|Group management board’s additional pension benefits||70||57|
|Group management board’s share rewards||0||0|
|Group management board’s benefits total||782||608|
|Top management’s employee benefits total||845||709|