The Board of Directors
According to the Company’s Articles of Association, the Annual General Meeting determines the remuneration of the Board Members. The fees of the Board Members are paid in fixed amounts of cash. In 2019 and 2018 a monthly fee of EUR 1,250 was paid to the Chairman and Board Members. Group CEO did not receive a monthly fee of the Board work when he was employed by the Company. The Group has not granted loans, guarantees or other contingencies to the Board Members. A summary of the remuneration of the Board of Directors is presented in Note 28 of the Consolidated Financial Statements and in the table below.
According to the authorization granted by the Annual General Meeting on April 23, 2020, the Board of Directors has the right to continue the repurchase of the company’s own shares by acquiring at most 300,000 own shares. The authorisation is in force until the next Annual General Meeting. According to the authorization the company can acquire treasury shares to support the implementation of an incentive scheme or to be otherwise disposed of. In April-December 2019 no own shares we reacquired.
The Board prepares a proposal and determines the Group CEO’s remuneration and other contractual issues.
The Group does not have any option schemes or share-based remuneration plans currently in force as a part of the CEO’s bonus and incentive schemes. The Company does not apply long-term remuneration and no specific performance and vesting periods are applied in the remuneration.
A part of the Group’s CEO’s benefits is a statutory pension The contract does not specify a retirement age. No supplementary pension benefits were agreed or paid.
The Board appointed Elina Pienimäki as the Wulff Group Plc CEO on September 17, 2019 and she started in her position on September 30, 2019. In 2019, the remuneration of CEO Elina Pienimäki consisted of monetary wages and fringe benefits of the amount of EUR 39 thousand. The Group CEO’s service contract does not include share-based incentives, bonus schemes or any other long-term remuneration plans. The Group CEO is entitled to bonus holiday pay and to a bonus scheme to be determined later. The period of notice is three months from the Group CEO side and six months from the company’s side. In case the company resigns the Group CEO contract one-sidedly the Group CEO is entitled to a severance payment equal to three months salary.
The Board appointed Heikki Vienola as the Wulff Group CEO on 25.9.2017. Remuneration of Heikki Vienola, who acted as the Group CEO until September 29, 2019, consisted of salaries paid in cash and fringe benefits, a total of EUR 60 thousand (60).
Group Executive Board
The Group CEO prepares and determines the contractual terms, salaries and possible other benefits and incentives of the Group’s Executive Board members. In September 2017, the Board of Directors decided that pay raises of the Executive Board members are approved by the Chairman of the Board.
Remuneration of the Group Executive Board consist of foxed monetary wages, fringe benefits, additional pensions, annually-determined performance-based bonuses and possible share-based incentives. The performance-based bonuses are determined by the company’s financial performance and the person’s individual goal-setting. The Group does not have any option schemes or share-based remuneration plans currently in force as a part of Group Executive Board members’ remuneration plan. The Company does not apply long-term remuneration and no specific performance and vesting periods are applied in the remuneration.
Of the Executive Board members, Tarja Törmänen’s communication and marketing director service is obtained as an outsourced service and during 2019, the service costs amounted to EUR 72 thousand (72). The outsourced service is included in other operating expenses and has been presented also in the note for Related Party transactions.
In 2019 and 2018, the Group Executive Board consisted of Ninni Arion, Trond Fikseaunet, Elina Hanén, Tarja Törmänen, Veijo Ågerfalk and Group CEO Heikki Vienola until October 17, 2019 and Elina Pienimäki from September 30, 2019.
In 2018 and 2019, no share-based incentive schemes were paid to the CEO or Executive Board members. Summary of the top management’s employment benefits is presented in Note 28 of the consolidated financial statements and the table below.
Key employees’ shareholdings and share-based incentive plans
Information on the public insiders, their related parties and the shareholdings in Wulff Group are presented in the Group’s investor site’s chapter Board and Corporate Governance.
The Group does not have any option schemes currently in force. Wulff Group does not have a share reward plan. Wulff Group Plc’s Board of Directors makes the rules for the possible share reward plans and approves the key persons to be included in the plan.
Summary of top management’s benefits
Summary of the top management’s employment benefits:
|Board members’ salaries and fees|
|Kari Juutilainen 4/2018- Chairman of the Board 4/2019-||15||11|
|Jussi Vienola 4/2018-||15||11|
|Kristina Vienola 4/2018-||15||17|
|Ari Pikkarainen, Chairman of the Board 9/2017-4/2019||15||15|
|Heikki Vienola, Member of the Board -4/2018||–||–|
|Johanna Marin -4/2018||–||4|
|Andreas Tallberg -4/2018||–||4|
|Board members’ benefits total||60||62|
|Group Executive Board employment benefits|
|Salaries and other short-term employment benefits||625||557|
|Other long-term employment benefits, additional pension benefits||35||44|
|Group Executive Board employment benefits total||762||710|