Remuneration of the Board, CEO and Management Team
Remuneration of 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. 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.
Remuneration of the CEO and Management Team
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.