Remuneration of the Board of Directors
The Annual General Meeting decides on the remuneration of the Board of Directors. In 2011 the General Meeting resolved that the remuneration payable to the Chairman of the Board is EUR 50,000 and to other members of the Board of Directors EUR 25,000. No attendance fees will be paid. The travel expenses of the members of the Board of Directors are paid in accordance with the Componenta travel policy.
Board members do not participate in Componenta's share-based incentive scheme or pension schemes.
Remuneration of President and other benefits
The Board of Directors decides on the President's remuneration and other benefits.
The President and CEO's contract of employment may be terminated by the company by giving twelve months' notice and by the President and CEO by giving six months' notice. The President and CEO is not entitled to any separate compensation after giving notice or being given notice other than the salary and benefits agreed in the terms of notice and the additional pension in accordance with the principles of the paid up pension policy.
The salary and other benefits of the President and CEO of Componenta in 2011 totalled EUR 317,387.
The President and CEO has been entitled to the Group's long-term share-based incentive scheme. For the 2011 earning period in the 2010 – 2012 incentive scheme, the approved maximum amount of shares is 5,000 shares.
The President does not belong to the short-term incentive scheme.
The President CEO as well as COO, acting as deputy for the President and CEO, have additional pension agreements of EUR 60,000 a year. The agreement includes old age pension after reaching the age of retirement, paid up pension policy rights if the employment of the insured is terminated before reaching the age entitling to old age pension as stated in the insurance policy, disability insurance, and life insurance for the duration of employment, of the paid up pension policy and of pension. The retirement age of the President and CEO is 63 years.
Remuneration of other members of the Corporate Executive Team
The Board of Directors decides on the terms of employment of the members of the Corporate Executive Team, based on the proposal of the President and CEO.
The fixed cash salary of the members of the Corporate Executive Team includes compensation for any work on the boards of directors of Componenta Group companies and any associated companies.
The bonus, linked to financial and personal targets that is paid under short-term incentive schemes may be a maximum of 50% of a person's annual earnings.
One element of the short-term bonus scheme for the Corporate Executive Team is that a maximum of 10% of the basic annual salary is paid into a pension fund, depending on the extent to which the company's financial targets have been achieved.
The potential bonus from the long-term share-based incentive scheme for one earning period corresponds to some 30 - 50% of a person's annual earnings.
Members of the Corporate Executive Team and other key Group personnel are entitled to additional health care insurance in addition to the statutory occupational health care.
Members of the Corporate Executive Team are also entitled to a company car as part of their total remuneration.
In addition, the Finnish members of the Corporate Executive Team, excluding the President and CEO and his deputy, are entitled as part of the short-term incentive scheme, to have a maximum of 10% paid into a pension fund, depending on achieving the earning criteria.
Fees, salaries and other benefits of the Board of Directors, President and CEO and other members of the Corporate Executive Team
|In year 2011 paid||Salaries, fees & fringe benefits||Bonuses||Share bonuses||Total|
|Board of Directors||175,000||-||-||175,000|
|President and CEO||317,387||0||98,969||416,356|
|Other members of CET||1,429,656||93,617||187,369||1,710,642|
Shares owned by the Corporate Executive Team on 31 December 2011
|Share bonus scheme 2010 - 2012||Share bonus scheme 2010 - 2012|
|Rannikko Pauliina**** )||-||-||-||6,000||600|
*) only includes maximum for 2010
**) employment at Componenta began in January 2010
***) shares not owned directly
****) employment at Componenta began in June 2010