This Remuneration Statement is published in accordance with Recommendation 47 of the Corporate Governance Code 2010.
Remuneration and other benefits of the members of the Board of Directors
The Annual General Meeting decides annually on the remuneration payable to members of the Board of Directors for their term of office.
On 20 March 2013, the Annual General Meeting decided that the Chairman of the Board will receive EUR 48,400 in remuneration for his term of office, the Vice Chairman of the Board and the Chairman of the Board’s Audit Committee EUR 30,250 and the other members of the Board EUR 24,200 each. The Chairman of the Board will receive an attendance fee of EUR 800 per meeting, and the other Board members EUR 400 per meeting. Attendance fees will also be paid in the same manner to members of committees set up by the Board of Directors or the company. The Chairman of the Board also has a company-paid phone. Travel expenses will be paid in accordance with the travel policy of the company. In accordance with the decision of the Annual General Meeting, 60 per cent of the annual remuneration was paid in cash and 40 per cent in class B shares. Oriola-KD Corporation class B shares were acquired on the market for the Board members as follows: Jukka Alho 8,269 shares, Outi Raitasuo 5,168 shares, Harry Brade 4,135 shares, Per Båtelson 4,135 shares, Karsten Slotte 4,135 shares and Mika Vidgrén 4,135 shares.
Restriction periods are not included in the remuneration paid in Oriola-KD Corporation class B shares. The members of the Board of Directors have not received any share-based rights as remuneration. They are not included in the company’s share incentive scheme. The company has not granted any loans to Board members nor given guarantees on their behalf.
The total fees and other benefits of the Board members for 2013 and shareholdings in the company 31 December 2013 are available in the annual report and financial statements.
Main principles and decision-making process on the remuneration of the President and CEO and other executives
The salary of the President and CEO and other members of the Group Management Team consists of a fixed base salary, fringe benefits, a short term performance bonus and a long term share incentive plan. The remuneration commits management to develop the company and its financial success in the long term. The development stage and strategy of the company are considered when determining the principles for remuneration.
In accordance with its charter approved by the Board of Directors, the Compensation Committee monitors the effectiveness of the incentive schemes to ensure that the schemes promote the achievement of the company’s short term and long term goals.
The Board of Directors reviews and decides annually on the remuneration and benefits of the President and CEO and other members of the Group Management Team, and the underlying criteria thereof.
The Board of Directors decides annually on the earnings criteria and the determination of the performance bonuses based on the proposal of the Compensation Committee.
The company has not granted any loans to the President and CEO or to the members of the Group Management team, nor given guarantees on their behalf. The company has no share option scheme in place. The President and CEO and the members of the Group Management Team have no supplementary pension scheme, except the Vice President Pharmaceutical Wholesale Sweden and Vice President Pharmaceutical Retail Sweden, who have a defined contribution pension benefit typically applied in the Swedish market.
Short term performance bonus
The performance bonus is based on the achievement of the company’s financial targets and personal targets. The maximum performance bonus in 2013 for the President and CEO is 58 per cent of the annual salary and for the other Group Management Team members 33 per cent of the annual salary. The Board of Directors decides annually on the earnings criteria and the determination of the performance bonuses based on the proposal of the Compensation Committee.
Long term share based incentive scheme
The members of Oriola-KD’s Group Management Team are covered by a long term share incentive scheme. The scheme unites the objectives of shareholders and key personnel to increase the value of the company, commits the key personnel to the company, and offers key personnel a competitive remuneration system based on ownership of shares in the company.
The Board of Directors of Oriola-KD approved on 19 December 2012 a new share-based incentive plan for the Group executives for the years 2013-2015. The share-based incentive plan includes three performance periods which are calendar years 2013, 2014 and 2015. The Board of Directors of the company will decide on the performance criteria and on targets to be established for them at the beginning of each performance period. The potential reward from the plan for the performance period 2013 will be based on Oriola-KD Group’s Earnings per Share (EPS) and Return on Capital Employed (ROCE), per cent.
The potential reward from the performance period 2013 will be paid partly in the company’s series B shares and partly in cash in 2016. The company will cover taxes and tax-related costs arising from the reward to the executives with the proportion to be paid in cash. No reward will mainly be paid if an executive’s employment or service in a Group company ends before the reward payment.
If an executive’s total earnings are more than his or her total salary of the calendar year preceding the reward payment multiplied by 3.5, the reward to be paid on the basis of the performance period will be reduced for such exceeding part. Total earnings mean total salary together with annual bonus and long-term incentive plan, and total salary means fixed base salary together with fringe benefits.
The target group of the share-based incentive plan consists of seven executives during the performance period 2013. The rewards to be paid on the basis of the performance period 2013 will correspond to the value of a maximum total of 720,000 Oriola-KD Corporation series B shares (including also the proportion to be paid in cash).
In addition, the Board of Directors of Oriola-KD approved the terms and conditions of the key employees’ share savings plan on 28 May 2013. A total of about 50 key employees are participating in the plan. The savings period started on 1 October 2013 and ends on 30 September 2014.
The maximum monthly saving is ten per cent and the minimum is two per cent of each participant’s fixed monthly gross salary. The accumulated savings are used for purchasing Oriola-KD class B shares for the participants at market prices. In return, each participant will receive two free class B matching shares for every three acquired savings shares. Matching shares will be delivered to a participant if the participant holds the acquired shares from the Savings Period until the end of the designated holding period and if his or her employment with a company has not been terminated on the last day of the holding period on bad leaver terms. The holding period will end on the publication date of the Oriola-KD Q3/2015 interim report. Matching shares will be paid partly in the Company’s class B shares and partly in cash. The cash proportion is intended for covering taxes and tax-related payments arising from the reward to a key person.
Financial benefits of the President and CEO in 2013
The salary and other remuneration, including fringe benefits, paid in 2013 to the President and CEO Eero Hautaniemi, amounted to a total of EUR 833,587.32 as follows:
- fixed base salary of EUR 419,583.48;
- fringe benefits of EUR 20,700.00;
- performance bonus of EUR 150,123.00; and
- share-based payments of EUR 243,180.84 (including 47,700 company class B-shares).
The President and CEO has a six-month period of notice and is entitled to severance pay equal to 12 months’ salary. The retirement age of the President and CEO is 63 years and his pension is in accordance with the Employees’ Pensions Act. The President and CEO is included in the company’s share based incentive scheme. Shareholdings of the President and CEO in the company are available on the company’s website www.oriola-kd.com and in the annual report and financial statements.
Financial benefits of other executives 2013
The salaries and other remuneration, including fringe benefits, paid in 2013 to the members of the Group Management team totalled EUR 2,155,300.36 as follows:
- fixed base salaries totalling EUR 1,435,110.52;
- fringe benefits totalling EUR 146,057.50;
- performance bonuses totalling EUR 248,107.06; and
- share-based payments totalling EUR 326,025.28 (including 62,010 company class B-shares).
The members of the Group Management Team are included in the company’s share based incentive scheme. Shareholdings of the members of the Group Management Team in the company are available on the company’s website www.oriola-kd.com and in the annual report and financial statements.