- Investors
A. Decision-Making Procedure Concerning the Remuneration
Board of Directors
The supreme decision-making bodies are the Annual General Meeting of parent company Scanfil plc and the Board of Directors. The Annual General Meeting elects the members of the Board of Directors and decides on the salary and compensation of the Board.
CEO
The CEO is appointed and dismissed by the Board of Directors, which confirms the terms, salary and other forms of compensation of the CEO. The CEO of the parent company Scanfil plc also acts as the CEO of subsidiaries Scanfil EMS Oy and Scanfil Sweden AB.
The Management Team of Scanfil plc
The general guidelines for the Scanfil Group’s upper management remuneration system and its terms and conditions are validated by the Scanfil plc’s Board of Directors. The CEO decides the salaries and compensation of upper management.
B. Main Principles of Remuneration
Board of Directors
The Annual General Meeting decides on the salary and compensation of the Board.
It was decided in the Annual General meeting on the 23 April 2020 that:
– the board members salary is 2,400 euros per month
– the salary for Chairman of the Board is 4,000 euros per month.
Additionally members of the Committee will receive a compensation of EUR 550/meeting. Additional fee of EUR 200 per face-to-face meeting will be paid for the Board Members living outside of Finland.
Travelling expenses are compensated to the Members of the Board according to the Travel Policy of the company. No other benefit is paid to the Members of the Board on the ground of this task.
The Board Members of Scanfil plc have not been granted shares or share related rights as compensation for the financial year 2019.
CEO
The CEO has a service contract, which is valid and in force till further notice and both parties have a 6-month period of notice. If the company decides to end the service contract signed with the CEO, a separation payment is made equal to a 12 months salary according to the terms of the service contract.
Pension age is according to regulations.
Regular salary in money paid to the CEO in 2019 was EUR 283,074. The CEO is covered by an incentive scheme, which is based on both the Groups performance and on achieving personal targets. The Board, which set targets to be met on an annual basis, confirms the salary and other forms of compensation of the upper management. The maximum annual bonus will correspond to 12 months salary. The CEO is also covered by the company’s share-based incentive plan.
Annual bonus paid to the CEO in the year 2019 was EUR 258,000 .
Based on the share-based incentive plan, the options executed and payable in shares in 2019 to the CEO were EUR 71,190.
The CEO has no other benefits.
The Management Team of Scanfil plc
The members of the Management Team are covered by incentive and option schemes as described above. The personal targets to be met are set together with the CEO.
Annual salaries paid to the management team of the company in 2019 were EUR 795,116 and annual bonuses were EUR 475,940 .
Based on the share-based incentive plan, in 2019, the share options executed and payable to the members of the Group Management Team totaled EUR 52,630.
The Group upper management team members belong the existing pension plan for their state of residence. The CEO in addition to five upper management members are covered by the Finnish earnings-related pension scheme, and two upper management members belong to Swedish occupational pension scheme. A pension age of the members of the Management Group is according to regulations, and no voluntary pension insurance has been taken for them.
The termination of the upper management members is agreed in everyone’s contract of employment.
The Option Scheme
Option rights 2019A
Based on the authorisation by the General Meeting, the Board of Directors has today on 27 November 2019 decided to grant the CEO and members of the Management Group option rights in all for 210,000 shares as follows: Petteri Jokitalo 110,000 pcs, Riku Hynninen 20,000 pcs, Kai Valo 20,000 pcs, Timo Sonninen 20,000 pcs, Markku Kosunen 20,000 pcs and Kristoffer Asklöv 20,000. The option rights shall be marked “2019A”. Each option right entitles its holder to subscribe for one (1) of the company’s new shares or shares in its possession. The subscription period for option right 2019A is 1 May 2022 – 30 April 2024. The subscription period for the option rights included in the option plan will not begin, unless the production and financial goals and conditions, set separately by the Board of Directors for exercising the option rights, are met. The option rights whose goals are not met will expire as determined by the Board. The stock options were granted without compensation. The subscription price of option right 2019A is EUR 4.04 which is the trading-volume weighted average share price in the Nasdaq Helsinki of the period 1 – 31 March 2019.
Option rights 2016A
Based on the authorisation by the General Meeting, the Board of Directors has decided to grant the CEO and members of the Management Group option rights in all for 250,000 shares as follows: Petteri Jokitalo 110 000 pcs, Tomi Takanen 20 000 pcs, Keijo Anttila 20 000 pcs, Kai Valo 20 000 pcs, Timo Sonninen 20 000 pcs, Mats Lundin 20 000 pcs, Markku Kosunen 20 000 pcs ja Kristoffer Asklöv 20 000 pcs. The option rights shall be marked “2016A”. Each option right entitles its holder to subscribe for one (1) of the company’s new shares or shares in its possession. The subscription period for option right 2016A is 1 May 2019 – 30 April 2021. The subscription period for the option rights included in the option plan will not begin, unless the production and financial goals and conditions, set separately by the Board of Directors for exercising the option rights, are met. The option rights whose goals are not met will expire as determined by the Board. The stock options were granted without compensation. The subscription price of option right 2016A is EUR 3.38 which is the trading-volume weighted average share price in the Nasdaq Helsinki of the period 1 – 31 March 2016.
Option rights 2016B
Based on the authorisation by the General Meeting, the Board of Directors has on 21 November 2017 decided to grant the CEO and members of the Management Group option rights in all for 250,000 shares as follows: Petteri Jokitalo 110,000 pcs, Tomi Takanen 20,000 pcs, Kai Valo 20,000 pcs, Timo Sonninen 20,000 pcs, Mats Lundin 20,000 pcs, Markku Kosunen 20,000 pcs and Kristoffer Asklöv 20,000 as well as 20,000 to a person later named by the Board. The option rights shall be marked “2016B”. Each option right entitles its holder to subscribe for one (1) of the company’s new shares or shares in its possession. The subscription period for option right 2016B is 1 May 2020 – 30 April 2022. The subscription period for the option rights included in the option plan will not begin, unless the production and financial goals and conditions, set separately by the Board of Directors for exercising the option rights, are met. The option rights whose goals are not met will expire as determined by the Board. The stock options were granted without compensation. The subscription price of option right 2016B is EUR 3.57 which is the trading-volume weighted average share price in the Nasdaq Helsinki of the period 1 – 31 March 2017.
Option rights 2016C
Based on the authorisation by the General Meeting, the Board of Directors has on 26 June 2019 decided to grant the CEO and members of the Management Group option rights in all for 210,000 shares as follows: Petteri Jokitalo 110,000 pcs, Riku Hynninen 20,000 pcs, Kai Valo 20,000 pcs, Timo Sonninen 20,000 pcs, Markku Kosunen 20,000 pcs and Kristoffer Asklöv 20,000. The option rights shall be marked “2016C”. Each option right entitles its holder to subscribe for one (1) of the company’s new shares or shares in its possession. The subscription period for option right 2016C is 1 May 2021 – 30 April 2023. The subscription period for the option rights included in the option plan will not begin, unless the production and financial goals and conditions, set separately by the Board of Directors for exercising the option rights, are met. The option rights whose goals are not met will expire as determined by the Board. The stock options were granted without compensation. The subscription price of option right 2016C is EUR 4.48 which is the trading-volume weighted average share price in the Nasdaq Helsinki of the period 1 – 31 March 2018.