Main principles and decision-making relating to remuneration.
Remuneration of Board members, CEO and other management at HKScan Group is based on the principles of remuneration approved by the Board, and attention is paid to the Group’s strategic objectives and financial performance. A motivating remuneration scheme is used as a tool to elicit the commitment to the Group of core expertise and key employees.
The Annual General Meeting (AGM) decides on the remuneration and other financial benefits of the members of the Board and the committees of the Board annually based on a proposal by the Nomination Committee.
The Board decides, based on the proposal made by the Compensation Committee, on the remuneration principles and remuneration of the President & CEO.
The remuneration and terms of employment of the Group Leadership Team (GLT) are decided by the Board on the basis of a proposal from the President & CEO. The Board approves all Group-wide incentive plans for senior management and key personnel.
The AGM decides on the use of company’s shares for share based incentives and may authorise the Board to decide on the issue of shares and special rights entitling to shares.
Board of Directors
The remuneration of the Board members consists of annual fees based on memberships of the Board and its committees, and in addition members receive an attendance payment for each Board or Committee meeting. 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 plans. Board members receive no separate meeting attendance fees for serving on the Boards of Directors of the Group’s subsidiaries or associated companies.
The AGM 2019 resolved the annual remuneration payable to the members of the Board will remain unchanged from 2018 and are: EUR 27,625 for Board members, EUR 33,875 for the Vice Chair of the Board and EUR 67,750 for the Chair of the Board.
The annual fees are paid in Company shares and cash so that 20 per cent of the remuneration is in the Company shares acquired on the market on the Board members' behalf, and the rest is paid in cash.
The shares are acquired within two weeks of the publication of HKScan Corporation’s interim report 1 January – 30 June 2019, providing that the acquisition of the shares is possible pursuant to the regulations applied to the acquisition of shares. If acquisition of shares is at the designated time not possible as described above, the acquisition of the shares will be carried out without delay after the hindrance has been removed. If acquisition of shares is not possible due to a reason arising from the Company or the Board member, the entire remuneration is paid in cash. The Company bears the costs arising from the share transfer.
The AGM 2019 resolved the annual remuneration of a deputy member of the Board to be EUR 13,810, unchanged from 2017. An annual remuneration of EUR 5,000 was resolved for Chairs of Board Committees (Audit, Nomination, Remuneration and Working Committee). In addition, an attendance payment of EUR 550 is paid to each member of the Board for each Board and Committee meeting they attend. In addition, a compensation of EUR 300 for a meeting, which requires Board member's participation beyond Board and Board committee meetings. Travel expenses of Board members are compensated according to the Company’s travelling regulations.
CEO and Group Leadership Team
The management incentive scheme consists of a base salary, fringe benefits and a long and short term incentive scheme.
The principles of the CEO’s remuneration in 2019 are described below:
The principles of the GMT members’ remuneration in 2019 are described below. The GMT consists of members from Finland, Sweden, Denmark and Estonia.
Read more about remuneration at HKScan in the Remuneration Statement 2019.