(updated on May 7, 2012)
- The remuneration statement of 2011 can be found at the bottom of this page.
1 Remuneration of Board Members
The remuneration and other benefits of the Board of Directors are decided annually by the Annual General Meeting.
The AGM on 25 April 2012, resolved that the annual remuneration payable to the members of the Board of Directors remains unchanged from 2011, i.e.:
- EUR 21,000 to Board members,
- EUR 25,800 to Vice Chairman of the Board and
- EUR 51,600 to Chairman of the Board.
To Chairmen of the Board committees (Audit, Nomination and
Compensation Committee) will be paid a new annual remuneration of
EUR 4,800.
In addition a compensation of EUR 500 per meeting will be paid for attendance at Board and Board committee meetings as before.
All Board remunerations are paid in cash. The company has no
share-based incentive scheme for Board members, neither are the
members of the Board covered by the company’s incentive or pension
schemes. Board members receive per diems as outlined in the
company's travel policy for travel within and outside Finland.
Normal travel expenses are also covered. Board members receive no
separate meeting attendance fees for serving on the Boards of
Directors of the Group’s subsidiaries or associated companies.
2 Principles of remuneration to the CEO and the Management
Team
Remuneration at HKScan Corporation is based on the company’s principles of remuneration. In designing remuneration, attention is paid to the company’s strategic objectives and financial performance. A motivating remuneration scheme is used as a tool to elicit the commitment to the company of core expertise and key employees. Matters pertaining to remuneration are prepared by the Compensation Committee of the Board. The principles of the remuneration schemes are decided by the Board of Directors on the basis of the Compensation Committee’s proposal.
The remuneration and terms of employment of the CEO are decided by the Company’s Board of Directors. The remuneration and terms of employment of the Management Team are decided by the Board of Directors on the basis of a proposal from the CEO. HKScan Corporation’s remuneration scheme consists of a competitive base salary, benefits and short-term incentive scheme.
2.1 Short-term incentive scheme
The company has in place a short-term incentive scheme, the terms of which are decided by the Board of Directors. The incentive scheme covers the company’s CEO and the members of the Group’s Management Team. Half of any fees earned on the basis of the scheme are paid in cash and half are deposited in the bonus bank to be invested in a voluntary pension fund.
The earning criteria of the incentive scheme are set for each year to lend the greatest possible support to the achievement of the company’s financial objectives and enhancement of shareholder value. In 2011, the possible performance bonus earnable on the basis of the incentive scheme was based on the EBIT and EBT of the Group and the segments. The company’s Compensation Committee annually evaluates the achievement of the objectives of the incentive scheme and submits to the Board of Directors a proposal on the payment of any performance bonus. The maximum performance bonus under the incentive scheme may not exceed 50 percent of the annual fixed salary of the CEO and the members of the Management Team.
2.2 Long-term incentive scheme
At the moment the company has in place no long-term incentive scheme for its employees.
2.3 Pension benefits
The CEO, Management Team and other employees of HKScan Corporation are covered by the local pension scheme of the home country. The CEO and the Group’s Management Team are covered in Finland by the statutory employment pension scheme in which pension is determined on the basis of years of service and earned income. The Finnish statutory employment pension scheme is a defined benefit plan and offers flexible retirement between the ages of 63 and 68. The company does not provide the CEO or the Group Management Team with any supplementary pension benefits (exception, see section 2.1 Short-term incentive scheme).
2.4 Remuneration of the CEO
The remuneration and terms of employment of the CEO are decided by the Company’s Board of Directors.
The remuneration of the CEO Matti Perkonoja consisted of a fixed base salary, benefits and possible incentive awards under the company’s incentive scheme.
In addition the CEO had an incentive scheme consisting of two parts. A bonus, which is 60 percent of the last month’s salary according to the CEO’s executive agreement times seven, is paid regardless of the company’s performance. The variable portion is based on the realization of the EBIT budgeted for 2009−2011. The bonus based on the variable portion will not be realized for payment.
Under the terms of the CEO's executive agreement, the CEO's employment could have been terminated for cause by both the company and the CEO. The period of notice for the CEO was three months from the date of termination. In the event that the company had terminated the employment before 29 February 2012, the CEO would nonetheless have been paid his full salary inclusive of any incentive award up through that date.
The CEO Matti Perkonoja retired on 29 February 2012. The CEO has no separate supplementary pension provided by the company.
Hannu Kottonen started as the CEO on 1 March 2012. The remuneration of the new CEO consists of a fixed base salary, benefits and possible incentive awards under the company’s incentive scheme.
Under the terms of the CEO's executive agreement, the agreement can be terminated by both the company and the CEO. The period of notice for the CEO is six months. In the event that the company terminates the agreement, the CEO will be paid a sum corresponding to his 12 months’ salary inclusive the salary of the termination period.
Remuneration statement 2011 (pdf)
Remuneration statement 2010 (pdf)
Remuneration statement 2009 (pdf)