Corporate governance > Remuneration
Revenio's Remuneration Reporting consists of a Remuneration Policy to be submitted to the Annual General Meeting at least every four years and an annual Remuneration Report from 2021 on the remuneration paid to the Company's bodies during the financial year.
The Remuneration Policy defines the principles for the remuneration of Revenio’s governing bodies, i.e. the Board of Directors, President & CEO, and deputy President & CEO.
Revenio has published a Remuneration Report for the year 2020 in accordance with the new Corporate Governance Code.
The objective of remuneration is to promote the implementation of Revenio’s strategy and Revenio’s long-term financial success, competitiveness, and the favorable development of shareholder value. Remuneration is the Company’s key incentive and a tool to commit key employees to the Company. Remuneration also plays a key role in ensuring competitive recruitment for the Company. The Company’s current strategy is a growth strategy, which the Company seeks to take into account in the methods and conditions of remuneration.
The Company’s objective is fair and encouraging remuneration at all organizational levels, which is why the Company’s employee salary and remuneration terms are also taken into consideration when deciding on the remuneration of governing bodies.
Statutory governing bodies are the Annual General Meeting, Board of Directors, and President & CEO, and Deputy President & CEO. The statutory governing bodies are supported by the Company’s Chief Financial Officer. The Company may also have committees appointed by the Board of Directors.
The remunerations paid to the Board of Directors are decided by the Annual General Meeting. The Board prepares the remuneration proposal for the Annual General Meeting. The board of directors may appoint one or more of its members or nominate a committee to investigate the justifications for proposed performance-based pay systems and other benefits and to coordinate the use of possible outside experts. The company periodically assesses the competitiveness of the company’s remuneration in relation to other international listed companies with a similar market value.
The remunerations paid to the Board of Directors are decided by the Annual General Meeting. The Board prepares the remuneration proposal. The Company may also appoint a Remuneration Committee or external expert to prepare remuneration proposals for the Board.
The remuneration of the Board consists of an annual fee. Members of committees established by the Board are paid a separate fee in accordance with the decision of the Annual General Meeting. An increased fee is paid to the typically Chair of the Board of Directors. The travel costs of permanent Board members will be reimbursed according to the Company’s currently valid travel policy. The AGM can also decide on the criteria for other forms of remuneration. The decisions of the AGM concerning the remuneration of Board members are disclosed in the same stock exchange release with other decisions of the AGM.
The Board of Directors decides on the President & CEO’s remuneration within the framework of the Remuneration Policy for governing bodies presented to the AGM.
The remuneration of the President & CEO consists of a fixed salary, (including supplementary pension and fringe benefits), and a variable portion. The variable portion consists of:
a short-term performance-based bonus scheme (STI), to be confirmed annually
a long-term share-based incentive scheme (LTI) accrued over a longer earning period, typically three years.
The Board of Directors shall set a maximum amount for the CEO’s annually confirmed short-term performance-based bonus.
The criteria for the performance-based bonus scheme are typically growth and profitability requirements at both Group level, along with a discretionary portion. The Board of Directors may choose to raise or lower the annual bonus paid to the CEO and Group Management Team by 50%.
Long-term incentive schemes form part of the Company’s remuneration program for the President & CEO and key personnel and are aimed at supporting the implementation of the Company's strategy and harmonizing the objectives of the President & CEO and other key personnel and Company shareholders in order to grow the Company's value.
The Company’s Board of Directors shall separately decide on the launch of share-based long-term incentive schemes and their earning period within limits of the authorization granted by the AGM. The Board of Directors shall decide separately on the minimum, target and maximum bonus of each participant, as well as performance criteria and the related targets.
The Board of Directors of Revenio Group Corporation has decided at March 20, 2018 on two new share-based Long-term Incentive Plans for the management team. The plan will form a part of Revenio Group Corporation’s remuneration program for its key employees, and the aim of the plans is to support the implementation of the company’s strategy and to align the objectives of key employees with the shareholders to increase the value of the company.
The long-term Performance Share Plan has one three-year performance period 2018–2020. The Board of Directors decides separately the minimum, target and maximum rewards for each participant, as well as the performance criteria and related targets.
The amount of the reward paid to participants depends on achieving the pre-established targets. No reward will be paid if targets are not met or if the participant’s employment or service ends before reward payment. The Performance Share Plan has 10 participants at most and the targets for the Performance Share Plan relate to the company’s three-year total shareholder return and cumulative operating profit.
If the targets of the plan are reached, rewards will be paid to participants in the spring 2021 after the end of the performance period. The maximum number of shares to be paid based on the performance period is approximately 50,000 Revenio Group Corporation’s shares. This number of shares represents gross earning, from which the withholding tax and possible other applicable contributions are deducted and the remaining net amount is paid in shares. However, the company has the right to pay the reward fully in cash under certain circumstances.
The incentive scheme for the President & CEO, Group Management Team, and CEOs of subsidiaries comprises a fixed monthly salary, an option scheme, and a short- and long-term performance-based bonus scheme based on the position’s impact on profit. The company does not have a share-based incentive scheme. As of January 1, 2012, the CEO, Group Management Team, and CEOs of subsidiaries will benefit from group pension insurance and medical expenses insurance. The financial impact of this insurance is insignificant to the company.
The Board of Revenio Group Corporation decides on the salaries and other financial benefits of the Chairman of the Board, members of the Management Team, and the CEOs of subsidiaries. The Board also decides on the criteria for the performance-based bonus system and other principles for management’s performance-based bonuses. The President & CEO makes decisions pertaining to the salaries and bonuses of any Management Team members not mentioned above, and also decides on the details of performance-based bonus schemes for other managerial staff, using the one-over-one principle.
The maximum amount of performance-based remuneration granted to members of Revenio Group Corporation’s management is equal to four months’ salary under the short-term performance-based bonus scheme and two months’ salary under the long-term scheme. A determination period of one year is used for both. The maximum remuneration for the President & CEO is equal to six months’ salary under the short-term performance-based bonus scheme and four months’ salary under the long-term scheme. The criteria for the short-term performance-based bonus scheme are performance requirements at both Group level and for one’s own area of responsibility, along with an assessment component. The Group’s operating profit is the criterion for the long-term incentive scheme. The short-term performance-based bonus scheme applies to eight people in managerial posts at Group companies. The Group Management Team falls within the scope of the long-term performance-based bonus scheme.
In addition to its performance-based bonus scheme, Revenio Group Corporation also has an option scheme directed at Group management, dating from 2007. Revenio Group Corporation’s Board of Directors decides on the distribution of options.
In addition to the management’s bonus scheme, Revenio Group has a bonus scheme for employees. In accordance with the persons designated as being entitled to a bonus, part of the annual bonus will be paid into a personnel fund established by the employees, which invests the majority of its assets in the purchase of Revenio Group Corporation shares.
Based on the share issue authorization granted by the Annual General Meeting of March 19, 2015, Revenio Group Corporation's Board of Directors decided, on August 10, 2015, to implement a new option scheme comprising a maximum of 150,000 option rights. One option right entitles its holder to subscribe for three shares. New shares subscribed for via the option program entitle the holder to a dividend from the year of subscription onwards. The option rights will be allocated, as determined by the Board of Directors, to key personnel employed or to be employed by the Revenio Group in accordance with the terms and conditions of the option scheme.
These option rights are divided into three series: Series A (50,000), Series B (50,000), and Series C (50,000). The subscription periods for options were as follows: Series A: May 31, 2017–May 31, 2019; Series B: May 31, 2018–May 31, 2020; and Series C: May 31, 2019–May 31, 2021. The share subscription price for Series C options is the trade-weighted average price of a Revenio share quoted on Nasdaq Helsinki Oy during the period September 1–October 15, 2017, plus 15 per cent. On December 31, 2020, the share subscription price for Series C options was EUR 12.48. In accordance with the terms and conditions of the option scheme, the subscription price is reduced by the amount of dividends decided before the share subscription, on the record date of each dividend payment.
The Board of Directors shall decide upon the distribution of stock option to the key personnel employed by or to be recruited by the Revenio Group. The Subsidiary shall be given stock option rights to such extent that the stock option rights are not distributed to the Group personnel. The Board of Directors may decide on particular additional provisions concerning the stock options upon distribution of stock options. The Board of Directors shall also decide upon the further distribution of the stock options given to the Subsidiary and returned later to the Subsidiary.
|Share subscription no later than March 1, 2021||Estimated registration date on March 15, 2021||Estimated listing date on March 16, 2021|
|Share subscription no later than May 31, 2021||Estimated registration date on June 15, 2021||Estimated listing dated on June 16, 2021|