Remuneration
Board of Directors
The Annual General Meeting determines the emoluments paid to the members of the Board of Directors in advance, for one year at a time. In 2011, the following annual fees will be paid: the Chairman EUR 30,000, the Deputy Chairman EUR 22,500 and the members EUR 18,750. A total of 40% of these sums will be used to acquire the company’s own shares. Separate meeting fees will not be paid.
The Extraordinary General Meeting held on 12 September 2011 resolved that the members of the Board of Directors elected at the General Meeting will be paid the following remuneration for a term of office lasting until the Annual General Meeting of 2012: EUR 31,500 for the Chairman of the Board of Directors, EUR 23,650 for the Deputy Chairman of the Board of Directors, and EUR 17,650 for each other member of the Board of Directors. In addition, each member of the Board of Directors will receive additionally an attendance allowance of EUR 500 per each meeting of the Board of Directors held in the home country of respective member, and an attendance allowance of EUR 1,000 per each meeting of the Board of Directors held elsewhere than in the home country of respective member. The remuneration (excluding the attendance allowances) will be paid so that 60% of the remuneration will be paid in cash and 40% will be paid in Suominen Corporation’s shares purchased from the market. The resolution of the Extraordinary General Meeting regarding the remuneration of the members of the Board of Directors is conditional and will only come into effect upon the completion of the transaction between the company and Ahlstrom Corporation, announced on 4 August 2011.
In 2010, the Chairman of the Board was paid EUR 30,000, the Deputy Chairman EUR 22,500 and the members EUR 18,750. A total of 40 per cent of these sums were paid in form of company shares.
The members of the Board of Directors are not covered by the company's stock option or share-based incentive schemes, and are not provided with a pension by the company.
President and CEO and other executives
The Board of Directors determines the salary, bonuses and other benefits paid to the President and CEO, and the members of the Corporate Executive Team serving under the President and CEO. The President and CEO, and the members of the Corporate Executive Team are covered by company's stock option schemes, which are approved by the General Meeting. The company provides key personnel with a share-based incentive programmes. The Board of Directors approves the basic principles of the incentive programmes. There is no confirmed share-based programme for the year 2011. Separate emoluments are not paid to the members of the Boards of Directors of the company's subsidiaries.
In 2010, the President and CEO's salary and other remuneration and benefits totalled EUR 377 thousand, including a bonus of EUR 91 thousand paid on the basis of the 2009 result. A total of 100,000 2009B stock options were granted to the President and CEO in 2010.
In 2010, the salaries and emoluments paid to the members of the Corporate Executive Team totalled EUR 598 thousand, including a bonus of EUR 132 thousand paid on the basis of the 2009 result. The figures include salaries for the period which the persons in question held an executive position. In 2010, a total of 200,000 2009B stock options were granted to the members of the Corporate Executive Team.
A written contract has been made with the President and CEO, under which he shall have a six month period of notice. Should the company terminate the President and CEO's contract of employment, an additional compensation corresponding to 12 months' salary shall also be paid. The President and CEO's pensions rights are in compliance with the Finnish Employees Pensions Act (395/2006 including amendments).