Investors

Remuneration

The important principles of Componenta guiding remuneration are remuneration based on performance and overall remuneration of personnel. Componenta seeks to motivate, attract and retain skilled persons with remuneration. The objective of remuneration is to contribute to the favourable development of shareholder value, to develop the company’s performance and to help the company in fulfilling its business strategy and in attaining the long-term financial benefits.

Remuneration is one of the most important ways to ensure that the company’s employees understand the result targets, their own possibilities to influence the results and the causal connection between the result of operations and remuneration. Componenta aims to keep the remuneration principles and practices comprehensible and transparent. 

Read more in our Remuneration Policy >>

Decision-making process

The General Meeting of Componenta decides on the Board’s remuneration. The Shareholders’ Nomination Board prepares well-grounded proposals for the General Meeting regarding the election and remuneration of Board members and usually also presents the proposals to the General Meeting. The Shareholders’ Nomination Board consists of the company’s largest shareholders.

The Board of Directors of Componenta appoints the President and CEO and approves the terms andconditions of the President and CEO’s contract of service, as well as the salaries and remuneration payable to the President and CEO. The Board also decides on the salaries and remuneration of the members of the Corporate Executive Team on the basis of the proposal of the President and CEO, in accordance with the ”one over one” approval principle applied in the Group.   

Remuneration of the Board of Directors 2021

Remuneration of the Board members is based on the annual fee approved by the General Meeting. Tthe Annual General Meeting held on 9 April 2021 decided that the following fixed annual fees will be paid to the Board members for their term of office that ends at the close of the next Annual General Meeting:Chairman of the Board of Directors EUR 50,000, Members of the Board of Directors EUR 25,000 , and the members of possible committees reporting  to the Board of Directors EUR 5,000. 

In 2021, in accordance with the decision of the Gen­eral Meeting, the Board members were paid a total of EUR 125,000 as annual remuneration. The remuner­ation of the Board of Directors was paid in full in cash. In accordance with the decision of the General Meet­ing, the travel expenses of the members of the Board of Directors were reimbursed in accordance with the company’s travel policy. The Board of Directors did not establish any committees from among its mem­bers in the financial year 2021. No variable compen­sation or performance-based bonuses were paid to the members of the Board of Directors. The remuner­ation of the Board of Directors was consistent with the remuneration policy during 2021.

Remuneration of the Board of Directors in 2021

Board of Directors 2020
Total annual remuneration, EUR
Harri SuutariChair50,000
Anne LeskeläVice Chair
25,000
Tomas HedenborgBoard member25,000
Petteri WalldénBoard member25,000
Total
125,000

Remuneration principles regarding management

The total remuneration of the President and CEO and other members of the Corporate Executive Team consists of a fixed part, i.e. a monthly salary and fringe benefits (including company phone) and of a variable part comprising short-term and long-term incentive schemes. The fixed part of the remuneration of members of the Corporate Executive Team includes compensation for any work they perform in the Boards of Componenta Group’s subsidiaries and affiliate companies.

More about incentive schemes and share-based remuneration further down on this page.

Remuneration of the President and CEO

The President and CEO’s contract of service is valid until further notice. The main terms and conditions of the President and CEO’s contract of service are shown in the table below. 

Terms and conditions of President and CEO 

Salary and fringe benefitsTotal fixed monthly salary consisting of a cash salary and possible fringe benefits (phone, meal and car benefits). In addition, the President and CEO is entitled to supplementary health insurance.
Short-term incentivesThe President and CEO is entitled to an incentive based on achievement of financial targets. The maximum amount of the annual total remuneration is equal to the President and CEO’s six months’ total salary. The short-term incentive scheme is discretionary, and the company may amend the terms and conditions or basis of payment of the incentive schemes or discontinue an incentive scheme. The incentive scheme is discussed in closer detail in section “Short-term incentive scheme” below.
Long-term incentivesThe President and CEO is entitled to the share-based incentive schemes for the Group’s key employees, introduced by a Board decision in November 2018, the stock option scheme. The incentive schemes are discretionary, and the company may amend the terms and conditions or basis of payment of the incentive schemes or discontinue an incentive scheme. The incentive schemes are discussed in closer detail in section “Long-term incentive scheme” below.
PensionThe President and CEO is covered by the statutory pension scheme.
Termination of employmentUnless terminated before that time, the President and CEO’s contract of service will end when he reaches the age of 68. The President and CEO’s contract of service can be terminated by the President and CEO by giving three months’ notice and by the company by giving six months’ notice. If the President and CEO’ contract of service is terminated by the company without the President and CEO being guilty of e.g. crimes, dishonest conduct or breach of contract relevant to the company, the President and CEO will be entitled to one-off severance pay equal to six months’ total salary.

Remuneration of the President and CEO in 2021 

Remuneration of the President and CEO was consistent with the remuneration policy during 2021. 

Short-term incentive schemes 

The current President and CEO is entitled to an incentive fee related to achieving the financial objectives.  In 2021, the performance fee paid in cash under the short-term incentive scheme was based on the EBITDA for the group’s continued operations, which was conditional on a positive cash flow after investments. The maximum bonus corresponded to the President and CEO’s salary for six months. Bonuses will be paid to the President and CEO under the short-term incentive scheme for 2021 in the amount of his salary for six months, because the cash flow from continued operations after investments was positive, and the group’s EBITDA exceeded the maximum target.

Long-term incentive schemes 

The current President and CEO is entitled to the share-based incentive schemes for the group’s key employees, introduced by a Board decision on 12 November 2018. 

The President and CEO’s participation in the stock option plan

Option rightsNumber of the option rights granted to the President and CEO based on the stock option planNumber of shares that an option right entitles its holder to subscribe for
Share subscription price, EUR
Share subscription period
2018A6,80025.251 Dec 2021 to 30 Nov 2023
2018B5,56623.851 Dec 2022 to 30 Nov 2024
2018C7,54023.0251 Dec 2023 to 30 Nov 2025

Restricted Share Plan 

The vesting period for the restricted share plan ended in November 2021, and the rewards were paid in December 2021. The rewards were paid partly in new shares in the company and partly in cash. The cash portion covered the taxes and tax-like payments incurred by the key employees. In the share issue, a total of 25,369 new shares in the company were issued without consideration to key people covered by the restricted share plan under the terms and conditions of the plan. In connection with this, a total of 3,897 new shares in the company were issued to the President and CEO without consideration.   

Overall remuneration of the President and CEO in 2021 

In 2021, in accordance with the remuneration policy, the President and CEO was paid a fixed monthly salary consisting of cash and fringe benefits. In 2021, there were no requests for refunds regarding the remuneration paid to the President and CEO.

President and CEO’s total remuneration in 2021, EUR
Fixed remuneration (cash, including fringe benefits)
Variable remuneration (share-based payments)
Total
Sami Sivuranta, President and CEO282,27027,506*309,776
Percentages91%9%100%

The President and CEO’s cash salary included a mobile phone benefit and health insurance.

In addition, the President and CEO accumulated EUR 122,000 in performance-based annual fees in 2021, which will be paid during 2022. No performance fees were paid to the President and CEO in 2021 for 2020.

*)Share-based incentive bonus for 2018–2021: 3,897 shares at EUR 3.39 per share (volume-weighted average price) + EUR 14,303.29

Remuneration of the Corporate Executive Team in 2021

In 2021, the incentive fee paid in cash from the short-term incentive scheme to the Corporate Executive Team was based on EBITDA for the group’s continued operations, which was conditional on a positive cash flow after investments, and the maximum remuneration sum was equal to the salary for six months of the Corporate Executive Team member.  

Jan 1‒Dec 31, 2021, EURSaries, fees & fringe benefitsVoluntary pension benefits

Share-based payments*Total
Other members of CET
628,756
-102,358731,114

Performance bonus from the year 2021 has been accurued for other members of the Corporate Executive Teams (CET) EUR 193 thousand. Performance bonuses will be paid in 2022. 

* Share-based payments include accrued fees for the financial year from the Group´s share-based incentive plans.

Short-term incentive scheme

The purpose of a short-term incentive scheme is to support the attainment of the set targets and to promote commitment by setting unambiguous and measurable annual targets that have a direct impact on the company’s result. Componenta’s Board of Directors annually sets the terms and objectives of any short-term incentive schemes for the whole group. In accordance with the remuneration policy the maximum remuneration payable to the Presi­dent and CEO from any short-term incentive scheme must not exceed half of his/her fixed annual salary. At its discretion, the Board of Directors may change the criteria for short-term incentives. The remuneration based on short-term incentive schemes is paid in cash. 

Long-term incentive schemes

The purpose of any long-term incentive schemes is to provide an incentive to key employees and to bring their benefits in line with the shareholders’ benefits and the long-term strategy aimed at the stability of business operations. Long-term incentives may con­sist of both performance-based and share-based incentive plans. 

Based on the remuneration policy, the Board of Direc­tors decides on any long-term incentive schemes, such as share-based remuneration schemes, and determines the earning criteria for perfor­mance-based schemes at the beginning of each scheme. The current value of the potential bonus paid under a long-term incentive scheme can be no more than 30% of the President and CEO’s fixed yearly sal­ary. The current value is always calculated by using a method relevant for the incentive scheme at the beginning of the earning period. The Board of Directors decides on the fees paid under the scheme, and it may also change the criteria for any long-term incentives.

Share-based remuneration schemes

Stock options 2018

On 12 November 2018, the Board of Directors resolved, by virtue of an authorization granted by the General Meeting, to implement share-based incentive plan for the Group key employees. The purpose of the stock options is to encourage the key employees to work on a long-term basis to increase the shareholder value. The purpose is also to retain the key employees at the company. It is a prerequisite for receiving remuneration based on an option programme that the receiving person’s contract of employment or service is valid at the time the remuneration is paid, but the Board of Directors may decide otherwise at its discretion. 

Componenta’s stock option plan has a total of 146,410 option rights on 31 December 2021, 33,650 of which are marked as option 2018A, 36,298 are marked as option 2018B, and 76,462 are marked as option 2018C. Each option right of 2018 entitles the holder to a subscription for two new shares or shares held by the company. 

The subscription price is EUR 5.25 per share with stock option 2018A; EUR 3.85 per share with stock option 2018B and EUR 3.025 per share with stock option 2018C. The sub­scription period is 1 December 2021 – 30 Novem­ber 2023 for option 2018A, 1 December 2022 – 30 November 2024 for option 2018B, and 1 December 2023 – 30 November 2025 for option 2018C.

On 10 February 2020, the Board of Directors resolved to convert stock options 2018A (416,250) that have been returned to the company to stock options 2018B. Read more in the stock exchange release >>

On 18 December 2020, the Board of Directors resolved on adjustments to the company’s share-based incentive plans. These adjustments are based on the rights issue the final results of which were announced on 9 December 2020, and on the reverse share split executed on 18 December 2020.  Read more in the stock exchange release >>

On 21 June 2021, The Board of Directors of Componenta Corporation has resolved to convert stock options 2018A and 2018B that have been returned to the company to stock options 2018C. Read more in the stock exchange release >>

The terms and conditions of the stock options 2018 (12 November 2018)

Restricted share plan

On 12 November 2018, the Board of Directors resolved to implement a restricted share plan to key employees. The vesting period for the restricted share plan ended in November 2021, and the rewards were paid in December 2021. 

On 10 December 2021, the Board of Directors decided to carry out a directed share issue without consideration to pay rewards under the 2018 restricted share plan of the Componenta Group. The rewards were paid partly in new shares in the company and partly in cash. The cash portion covered the taxes and tax-like payments incurred by the key employees. In the share issue, a total of 25,369 new shares in the company were issued without consideration to key people covered by the restricted share plan under the terms and conditions of the plan. In connection with this, a total of 3,897 new shares in the company were issued to the President and CEO without consideration.  

Read more about Componenta's remuneration: Remuneration Reports.