The Board of Directors
According to the Company’s Articles of Association, the Annual General Meeting determines the remuneration of the Board members on a proposal from the Board of Directors. A fixed, monthly fee of EUR 1,250 resolved by the Annual General Meeting is paid to the Chairman and those Board members who are not employed by the Group. These Board members are not rewarded by share-based remuneration plans or in any other way. The Group has not granted loans, guarantees or other contingencies to the Board Members. A summary of the remuneration of the Board of Directors is presented in Note 30 of the Consolidated Financial Statements and in the table below.
The Board members that have an employment or service contract are paid a compensation according to their employment or service contract instead of a fixed, monthly fee. During the financial year 2017, Heikki Vienola had a service contract with the Company. Regarding this, the remuneration benefits have been presented in a separate section.
According to the authorization granted by the Annual General Meeting on April 6, 2017, the Board of Directors has the right to continue the repurchase of the company’s own shares by acquiring at most 300,00 own shares. The authorisation is in force until the next Annual General Meeting. According to the authorization The company can acquire treasury shares to support the implementation of an incentive scheme or to be otherwise disposed of. In April-December no own shares we reacquired.
The Board prepares a proposal and determines the Group CEO’s remuneration and other contractual issues.
The Group does not have any option schemes or share-based remuneration plans currently in force as a part of the CEO’s bonus and incentive schemes. The Company does not apply long-term remuneration and no specific performance and vesting periods are applied in the remuneration.
A part of the Group’s CEO’s benefits is a statutory pension The contract does not specify a retirement age. No supplementary pension benefits were agreed or paid.
The Board appointed Heikki Vienola as the Group CEO on September 25, 2017. In 2017, the remuneration of CEO Heikki Vienola consisted of monetary wages and fringe benefits of the amount of 16 thousand euros. The Group CEO’s service contract does not include share-based incentives, bonus schemes or any other long-term remuneration plans. The period of notice is three months, during which a monthly salary and a severance payment of 100 thousand euros will be paid.
The remuneration of Kimmo Laaksonen, who acted as the Group CEO March 9 – September 25, 2017, consisted of monetary wages and fringe benefits of the amount of 116 thousand euros.
The contract included a separate severance payment of 80 thousand euros that was paid at the termination of contract. The management contract included an option to negotiate a separate bonus scheme.
In 2016, remuneration of Interim CEO Elina Rahkonen, appointed on September 28, 2016, consisted of monetary wages and fringe benefits of the amount of 107 thousand euros. The period of notice was six months. No separate severance payment was specified in the contract. The management contract did not specify an option for bonus schemes.
In 2016, Group CEO Topi Ruuska was paid fixed monthly salaries and fringe benefits of the amount of 155 thousand euros (68). CEO Topi Ruuska’s contract ended on September 30, 2016. The period of notice was six months and no separate severance payment was specified in the contract. The management contract included an option to negotiate a separate bonus scheme.
Group Executive Board
The Group CEO prepares and determines the contractual terms, salaries and possible other benefits and incentives of the Group’s Executive Board members. In September 2017, the Board of Directors decided that pay raises of the Executive Board members are approved by the Chairman of the Board.
Remuneration of the Group Executive Board consist of foxed monetary wages, fringe benefits, additional pensions, annually-determined performance-based bonuses and possible share-based incentives. The performance-based bonuses are determined by the company’s financial performance and the person’s individual goal-setting. The Group does not have any option schemes or share-based remuneration plans currently in force as a part of Group Executive Board members’ remuneration plan. The Company does not apply long-term remuneration and no specific performance and vesting periods are applied in the remuneration.
Of the Executive Board members, Tarja Törmänen’s communication and marketing director service is obtained as an outsourced service and during 2017, the service costs amounted to EUR 72 thousand (79). The outsourced service is included in other operating expenses and has been presented also in the note for Related Party transactions.
In 2017, the Group Executive Board consisted of Ninni Arion, Trond Fikseaunet, Elina Hanén (since September 2017), CEO Kimmo Laaksonen (from March to September 2017), Elina Rahkonen (until August 2017), Tarja Törmänen and Veijo Ågerfalk and CEO Heikki Vienola (since September 2017).
In 2016, the Group Executive Board consisted of Ninni Arion, Trond Fikseaunet, Elina Rahkonen, Topi Ruuska (until September 2016), Tarja Törmänen and Veijo Ågerfalk.
In 2017, no bonus or share-based incentive schemes were paid to the CEO or Executive Board members. Summary of the top management’s employment benefits is presented in Note 29 of the consolidated financial statements and the table below.
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|
|Ari Pikkarainen, Chairman of the Board 9/2017-||15||15|
|Heikki Vienola, Chairman of the Board -9/2017, Board member 9/2017-||11||14|
|Board members’ benefits total||56||59|
|Group Executive Board employment benefits|
|Salaries and other short-term employment benefits||669||684|
|Other long-term employment benefits, additional pension benefits||52||70|
|Group Executive Board employment benefits total||834||786|