Remuneration statement 2011
Suominen Corporation complies with the Finnish Corporate Governance Code issued by the Securities Market Association on 15 June 2010 and it is available on the website at www.cgfinland.fi. This remuneration Statement is prepared in accordance with recommendation 47.
1) Remuneration of the 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. The Annual General Meeting held on 4 April 2012 resolved that the remuneration payable to the members of the Board of Directors for the term lasting until the close of the Annual General Meeting in 2013 be on the same level and be confirmed to correspond the decision made in Extraordinary General Meeting 12 September 2011 as follows: Chairman of the Board annual fee EUR 50.000, Vice Chairman of the Board annual fee EUR 37,500 and other Board members annual fee EUR 28.000 and further the attendance allowance will remain at the same level so that the members of Board of Directors will received 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 home country or respective member. 60% of the remuneration will be paid in cash and 40% in Suominen Corporation’s shares purchased from the market
The members of the Board of Directors are not included in the company’s stock option schemes or share-based incentive programmes and they do not have any pension contracts with the company.
Year 2011
In 2011, the Chairman of the Board was paid EUR 30,000 according to the resolution by the Annual General Meeting held on 30 March, 2011, the Deputy Chairman EUR 22,500 and the members EUR 18,750. A total of 40% of these sums were paid in form of company shares. Separate meeting fees were not paid.
The Extraordinary General Meeting held on 12.9.2011 elected new members to the Board of Directors and resolved that the members of the Board of Directors elected at the Extraordinary 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, EUR 23,650 for the Deputy Chairman of the Board, 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. A total of 40% of these sums were paid in the form of company shares. No attendance allowances were paid.
The holdings of the Board members are presented via the NetSire Service, which can be accessed via Suominen website.
2) Remuneration of the President and CEO and other management
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 President and CEO. The remuneration of the President and CEO, and the members of the Corporate Executive Team consists of a fixed monthly salary and benefits, of a performance bonus, of a share-based incentive programme, and of stock option schemes.
The former President and CEO, the members of the Corporate Executive Team and the members of the unit’s management teams are included in the share-based incentive programmes for the Group key personnel. The Board of Directors approves these share-based incentive programmes.
The Board of Directors has resolved a new share-base incentive plan for calendar years 2012-2014. The potential reward from the performance period will be based on the Suominen Group’s cumulative Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) and cumulative cash flow, and it will be paid partly in the Company’s shares and partly in cash in 2015. The aim is that the proportion to be paid in cash will cover taxes and tax-related costs arising from the reward to a key employee. No reward will be paid if a key employee’s employment or service ends before the reward payment.
The rewards to be paid on the basis of the Plan correspond to the value of an approximate maximum total of 5,050,000 Suominen Corporation shares (including also the proportion to be paid in cash).
The company has also provided an incentive scheme, the criteria of which are determined annually in advance by the Board of Directors. The bonus is based on operating profit and on the unit’s net assets and EBITDA, and it will be equal to 60% of the yearly salary, at maximum.
Separate emoluments are not paid to the members of the Boards of Directors of the company’s subsidiaries.
The members of the Corporate Executive Team are not covered by any supplementary pension scheme.
Contract of the President and CEO
A written contract has been made with the President and CEO. According to the contract, the period of notice is six months should either the company or the President and CEO terminate the contract. 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 pension rights are in compliance with the Finnish Employees Pensions Act (395/2006 including amendments).
Suominen’s Board of Directors approved in February 2012 a complementary pension arrangement granting benefits for old-age, disability and survivor’s pension to the President and CEO at the age of 63. The complementary pension is a defined-contribution pension scheme and the annual sum to be paid for the pension is 11,5% of the President and CEO’s salary for the year in question.
Year 2011
In 2011, the salaries and other remunerations and benefits paid to the President and CEO totaled EUR 24
thousand. The salaries and other remunerations and benefits paid to the former President and CEO totalled EUR 254 thousand. The salaries and emoluments paid to the other members of the Corporate Executive Team totalled EUR 639 thousand, including a bonus of EUR 47 thousand paid on the basis of the 2011 result. The figures include salaries for the period during which the persons in question held an executive position.
Shares and options held by the former President and CEO and the members of the Corporate Executive Team on 30 March 2012 are available on the enclosed pdf.
Holdings of the President and CEO and the members of the Corporate Executive Team are presented on Suominen website under Investors.
3) Short-term and long-term incentive schemes
The company has provided an incentive scheme, which is described in more detail in the chapter Remuneration of the President and CEO and other management.
The company has provided a share-based, long-term incentive programme for calendar years 2012-2014 The programme is described in more detail in the chapter Remuneration of the President and CEO and other Management. The target group of the plan consists of 14 employees.
Option scheme 2009
Suominen’s stock option plan 2009 is currently in effect. Terms and conditions of the option schemes are available on Suominen website.
4) Auditor’s fees
The statutory audit of the financial statements is carried out by PricewaterhouseCoopers Oy, Authorised Public Accountants, elected by the Annual General Meeting. The auditor’s fee will be paid according to invoicing.
Year 2011
In 2011, the fees paid to PricewaterhouseCoopers for the statutory auditing of the Group companies totalled EUR 138 thousand. The fees paid to the auditing company and companies belonging to the same group for non-audit services such as tax, IFRS and due diligence services, totalled EUR 767 thousand.