The Board of Directors of Revenio Group Corporation decided on a new share-based Long-term Incentive Plans for the management team
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.
Performance Share Plan 2018-2020
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.
Restricted Share Plan 2019-2021 for the CEO
The purpose of the Restricted Share Plan is to commit the CEO and complement his Performance Share Plan. The Restricted Share Plan applies only to the company’s CEO and it consists of one three-year vesting period.
The Restricted Share Plan commences as of the beginning of 2019 and any potential share awards thereunder will be delivered in three installments. The total maximum amount of share awards payable under the Restricted Share Plan 2019-2021 is 10,188 shares, of which 25 % shall be delivered in the spring 2020, 25 % in the spring 2021 and 50 % in the spring 2022 subject to continuing employment until the shares from each respective installment have been delivered to the CEO. 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 to the participant in shares.
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.
Option scheme 2015
Based on the share issue authorization granted by the 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. Each option right entitles the holder to subscribe to one Revenio Group Corporation share. 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.
Of the stock options, 50,000 are marked with the letter A, 50,000 are marked with the letter B and 50,000 are marked with the letter C. The subscription periods are 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 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.
The shares subscribed for under stock options 2015 A during 2017 will be handled on the following target dates:
Share subscription no later than June 1, 2018 Handled no later than June 20, 2018
Share subscription no later than Oct 5, 2018 Handled no later than Oct 29, 2018
Share subscription no later than Nov 28, 2018 Handled no later than Dec 19, 2018