Remuneration policy and reports
The remuneration policy approved by the Annual General Meeting can be found here.
The Annual General Meeting approves the remuneration report prepared by the Board of Directors. The reposrt for 2020 can be found here.
The Board of Directors
According to the Company’s Articles of Association, the Annual General Meeting determines the remuneration of the Board members on a proposal from the Board of Directors. A fixed, monthly fee of EUR 1,250 resolved by the Annual General Meeting is paid to the Chairman and Board members.
These Board members are not rewarded by share-based remuneration plans or in any other way. 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 presented.
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 April 30, 2021. According to the authorization the company can acquire treasury shares to support the implementation of an incentive scheme or to be otherwise disposed of. During the second quarter of 2020, between May 25 and June 11, Wulff Group Plc repurchased 65,260 shares at the market price quoted through public trading on NASDAQ OMX Helsinki, in accordance with the rules regarding the acquisition of company’s own shares. The acquired shares are intended to be used to finance acquisitions and other arrangements according to the company´s growth strategy. In January-December 2019 no own shares were reacquired.
The Board prepares a proposal and determines the Group CEO’s remuneration and other contractual issues.
In 2020 or 2019, The Group did not have any option schemes or share-based remuneration plans in force as a part of the CEO’s bonus and incentive schemes. On February 22, 2021 The Board of Directors decided to on a short- and long-term incentive scheme for the Group CEO. The programme aims to promote the implementation of the company’s strategy and its long-term profitability. The Board of Directors decided that the CEO is entitled to a short-term incentive for 2021, depending on the development of the adjusted operating profit and share price in 2021. The maximum amount of the remuneration is 10,000 Wulff Group Plc shares. The Board of Directors decided that the CEO is entitled to a long-term incentive for the period between January 1, 2021 and December 31, 2023, depending on the development of the share price during the period in question and the CEO’s shareholdings on December 31, 2023. The maximum amount of the remuneration is 30,000 Wulff Group Plc shares. The remuneration to be paid through the scheme is equal to the value of a maximum of 40,000 shares in Wulff Group Plc (excluding indirect wage costs). The fee will not be paid to the CEO if the company or the CEO resignes or terminates the CEO’s emlpoyment contract berofe the payment of the fee.
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 2020, the remuneration of CEO Elina Pienimäki consisted of monetary wages and fringe benefits of the amount of EUR 145 thousand (39) and 7 000 Wulff Group Plc’s shares. The Group CEO’s service contract includes the above-mentioned share-based incentive. The Group CEO is entiled to bonus holiday pay and possibly 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 unilaterally the Group CEO is entitled to a severance payment equal to three months salary.
Heikki Vienola acted as the Group CEO 25.9.2017-29.9.2019. In 2019, the remuneration of CEO Heikki Vienola consisted of monetary wages and fringe benefits of the amount of EUR 60 thousand. The Group CEO’s service contract did not include share-based incentives, bonus schemes or any other long-term remuneration plans. The period of notice was three months, during which a monthly salary and a severance payment of EUR 100 thousand would have been paid.
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 2018, 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 fixed 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 2020, the service costs amounted to EUR 69 thousand (72). The outsourced service is included in other operating expenses and has been presented also in the Note for Related Party transactions.
During 2019-2020 the Group Executive Board consisted of Trond Fikseaunet, Elina Hanén, Tarja Törmänen, Veijo Ågerfalk, Tomi Hilvo from August 3, 2020, and Ninni Arion until August 3, 2020, and CEO Heikki Vienola until October 17, 2019 and CEO Elina Pienimäki from October 18, 2019 onwards.
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 has a share reward plan for the Group CEO, more information of which is given above.
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||15|
|Jussi Vienola 4/2018-||15||15|
|Kristina Vienola 4/2018-||15||15|
|Lauri Sipponen 4/2020-||11||–|
|Ari Pikkarainen, Chairman of the Board 9/2017-4/2019 and member -4/2020||5||15|
|Board members’ benefits total||61
|Group Executive Board employment benefits|
|Salaries and other short-term employment benefits||731||625|
|Other long-term employment benefits, additional pension benefits||36||35|
|Group Executive Board employment benefits total||859