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Remuneration
Remuneration and other benefits of the members of the Board of Directors
The Annual General Meeting of 2010 decided that to the members of the Board of Directors excluding the full-time Chairman of the Board will be paid annual remuneration as follows: EUR 30,000 to the Vice Chairman of the Board and EUR 25,000 to the other members of the Board. According to the decision, half of the annual remuneration can be paid in Technopolis Plc shares and half in cash. The shares will be acquired during the three weeks following the publication of the interim report for the period 1 January-31 March 2010 on 29 April 2010. A member of the board of directors may not transfer shares received as annual remuneration before his/her term of office as a member of the board of directors has expired. To increase long-term share holding of the board members is in the interest of all shareholders. In addition, a fee of EUR 600 per meeting shall be paid to each member of the Board of Directors for participation in the meetings of the Board of Directors.
The total fees paid to Board members in 2009 totaled EUR 540,444 which includes the full-time Chairman Pertti Huuskonen´s monetary remuneration.
The number of shares transferred to the members of the Board as remuneration are displayed in the table below:
|
2010 |
2009 |
2008 |
2007 |
| Andersen Teija |
3,618 |
5,109 |
|
|
| Huuskonen Pertti |
|
|
|
|
| Korhonen Pekka |
3,618 |
5,109 |
|
1,547 |
| Pennanen Matti |
4,341 |
6,131 |
2,536 |
1,856 |
| Ritakallio Timo |
3,618 |
5,109 |
2,113 |
|
| Veikkolainen Erkki |
3,618 |
5,109 |
2,113 |
1,547 |
| TOTAL: |
18,813 |
25,567 |
6,762 |
4,950 |
Shareholdings and option holdings can be found from page ´Insider Management and Holdings´.
Remuneration and benefits of the full-time Chairman of the Board
The annual general meeting of the company has on 27 March 2008 elected Mr. Pertti Huuskonen full-time chairman of the board of directors for a term of office commencing on 15 September 2008 and expiring at the end of the annual general meeting of 2010. The board of directors of the company has, in accordance with the resolution of the above-mentioned general meeting, concluded a separate contract (“Remuneration Contract´) with Mr. Huuskonen concerning his remuneration and benefits for the above-mentioned term of office. Based on the authorization of the company´s annual general meeting of 26 March 2009 the company´s board of directors has continued the Remuneration Contract of Mr. Huuskonen under its original terms by one additional year so that it will expire at the end of the annual general meeting of 2011. If the annual general meeting of 2010 does not re-elect Mr. Huuskonen as the full-time chairman for the term commencing at that time, or if his chairmanship ends before the annual general meeting of 2011, he will be available for the company as a full-time advisor until the annual general meeting of 2011.
Mr. Huuskonen was re-elected as the full-time chairman of the board in General Meeting 26 March 2010. He will be paid remuneration in accordance with the agreement on the continuation of the Remuneration Contract. The monetary remuneration of Mr. Huuskonen amounts EUR 339,000 per year. In addition to the monetary remuneration Mr. Huuskonen will be entitled to fringe and other benefits comprising a company car and telephone as well as other benefits that are offered to the full-time personnel of the Technopolis Group. The company would arrange for the chairman´s pension security by insuring him in accordance with the Employee Pension Act.
The company decided on the full-time chairmanship of the board of directors in 2008 in order to ensure the fluency of Technopolis´ CEO change and the resources needed for the internationalization of the company. The full-time chairmanship is intended to be terminated in the annual general meeting of 2011 in accordance with earlier resolutions.
Remuneration and benefits paid to the full-time Chairman of the Board, Pertti Huuskonen, in 2009 total EUR 396 thousand. The monetary remuneration of Pertti Huuskonen includes EUR 81 thousand bonuses that he earned as CEO of the company on the period from January 1, 2008 to September 15, 2008.
Shareholdings and option holdings can be found from page ´Insider Management and Holdings´.
Salary and benefits to the CEO
The remuneration paid to CEO Keith Silverang consists of a fixed monthly salary, fringe benefits and possibly an annual bonus. The fixed monthly salary is EUR 14,000 and the Board annually decides on possible salary increases. The fringe benefits comprise telephone and car benefits which are included in the monthly salary at their taxation values. The amount of the annual bonus is determined by the Board based on the extent to which the annual result targets have been reached. The maximum annual bonus corresponds to six months´ fixed monthly salary.
The termination notice period for the CEO is 6 months, both for the company and for the CEO. In addition to the monthly salary for the termination notice period, the CEO is entitled to a sever-ance pay equaling six months´ monthly salary. The CEO's pension and retirement age are determined in accordance with the applicable Employees Pension Act.
Remuneration and benefits paid to CEO, Keith Silverang, in 2009 total EUR 205 thousand. To Keith Silverang has been paid in year 2010 EUR 14 thousand bonuses that he earnes as CEO of the company on the period from January 1, 2009 to December 31, 2009.
Shareholdings and option holdings can be found from page ´Insider Management and Holdings´.
Management Bonuses and Incentive Schemes
The Board of Directors decides on the general principles concerning bonuses and incentive schemes for the company's management.
The remuneration paid to the management consists of a fixed monthly salary, fringe benefits and possibly an annual bonus. The amount of the annual bonus is determined based on the extent to which the annual targets set by the Board of Directors have been reached. The targets support the company strategy and annual operating plans.
Bonuses based on the company's result and personal performance may be paid to the management and personnel. If shares or instruments entitling share sub-scription are used as an incentive, decisions on their use, terms and conditions will be made by a General Meeting. Decisions on other bonuses for the Presi-dent and CEO and Executive Board (e.g. annual bonuses) will be made by the Board of Directors. The CEO decides on bonuses for other personnel. Incentive schemes must support company strategy and their terms and conditions must be competitive.
Key information on share and share based incentive schemes appear in Technopolis' Annual Report 2009 on pages 57-60.
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