Compensation of the members of the Board of Directors
The General Meeting of Shareholders determines the fees and other compensation payable to the members of the Board of Directors.
In accordance with the resolution made at the 2009 Annual General Meeting, the members of the Board of Directors are remunerated for the term of office expiring at the 2010 Annual General Meeting as follows:
- EUR 40,000 to the Chairman of the Board of Directors
- EUR 32,000 to the Deputy Chairman of the Board of Directors and
- EUR 25,000 to the ordinary members of the Board of Directors.
Company shall, against receipt, compensate to the members of the Board of Directors for the costs incurred in connection with Board meetings.
In 2008, the Board fees totaled EUR 147,000. There are no pension benefits or Salcomp's option rights granted in favour of the members of the Board of Directors.
Compensation of the President and CEO and the Management Team
The Board of Directors decides on the remuneration and other benefits of the Presiden and CEO and the Chairman of the Board decides on the remuneration and other benefits of the other members of the Management Team.
The salaries, fees and benefits in kind paid by the Company to Markku Hangasjärvi, President and CEO, for the financial year ended on 31 December 2008 totaled EUR 326,000 of which the fixed salary totaled EUR 218,150 and the bonus according to Salcomp’s incentive scheme totaled EUR 107,858. The President and CEO is entitled to car benefit and certain customary benefits, such as healthcare, supplementary healthcare insurance and group pension insurance.
Markku Hangasjärvi, President and CEO, has 60,000 of Salcomp’s option rights 2007A, 2007B and 2007C each.
Share and option right holdings of the President and CEO and other Management Team members are available in Insiders page
The notice period applicable to the President and CEO is six months. Upon termination of the service contract of the CEO by the Company and in the absence of breach of duties by the President and CEO, the President and CEO is also entitled to 12 months’ salary.
The retirement age of the President and CEO has not been determined in the employment contract and the company is therefore not committed to a lower retirement age. The retirement age of the other members of the Management Team does not either deviate from that laid down in the Acts on Employment Pension.
In addition to the President and CEO, the other members of the Management Team are entitled to participate in the supplementary group pension insurance determined annually by the Board. The terms and conditions of the group pension insurance for Salcomp’s President and CEO and other members of the Management Team include the right to receive a premium-free policy corresponding to the savings accrued until the termination of employment (paid-up policy).
Incentive Schemes
Bonus program
The Company has a salary-based bonus program for the managemen and other employees. The Board decides on the application of the bonus program.
The maximum remuneration payable on the basis of the bonus program, depending on the person’s position, may vary between 5 and 25% for the personnel and between 35 and 60% for the Managing Director and the Management Team members of the person’s regular annual salary. The payment of the remuneration in accordance with the bonus program is tied to the meeting of Group's business targets and targets related to employee's responsibities.
Option program
The Annual General Meeting 2007 decided to issue, in accordance with the Board’s proposal, stock options to key personnel of the Group. The maximum total number of stock options 2007 issued is 2,047,500 and they entitle their holders to subscribe for a maximum of 2,047,500 new shares in Salcomp Plc.
Stock Option Program