Board of Directors
The General Meeting of Shareholders determines the emoluments payable to the members of the Board of Directors in advance, for one year at a time. In 2010, the following annual fees will be paid: Chairman EUR 46,250, Vice Chairman EUR 30,500 and each member EUR 25,750. The fees will be paid so that each member purchased company shares worth of the net amount of the fee (40%) in public trading on NASDAQ OMX Helsinki. In addition, the following meeting fees will be paid: Chairman EUR 1,000, Vice Chairman EUR 700 and members EUR 500 per meeting. The meeting fees will also be paid to the Chairman and to the members of the committees established by the Board as follows: Chairman EUR 700 and members EUR 500.
In 2009, the following annual fees were paid: Chairman EUR 46,250, Vice Chairman EUR 30,500 and each member EUR 25,750.
The members of the Board are not included in the share option schemes and they do not have any pension contracts with the company.
President and CEO and other management
The Board of Directors determines the salary, bonuses and other benefits of the President and CEO and the direct subordinates of the President and CEO. The President and CEO and the Group Executives are included in the share option scheme and in the share-based incentive programme directed to the key personnel of the company, which are approved by the General Meeting. Rewards to be paid for the year 2010 will be based on the EVA result of Lassila & Tikanoja group. The maximum share-based payment may equal 4–12 months’ salary depending on the responsibilities of the Group Executive. The company has also provided a compensation scheme, the criteria of which are determined annually in advance by the Board of Directors. The bonus is based on operating profit excluding non-recurring items and it may equal 3-6 months’ salary, at maximum, depending on the responsibilities of the Group Executive. Separate emoluments are not paid to the Group Executives for the memberships of Boards of Directors of the subsidiaries. Group Executives are not covered by any supplementary pension scheme.
In 2009, the salaries including salaries and benefits paid to the President and CEO totalled EUR 334,708. The salaries including salaries and benefits of the other Group Executives totalled EUR 920,516. The figures include salaries for the period during which the persons in question held an executive position.
A written service contract has been drawn up for the President and CEO. According to the contract, the period of notice is 12 months should the company terminate the contract, and 6 months should the President and CEO terminate the contract. In case the company terminates the contract the President and CEO's obligation to work ceases after 6 months but his salary will be paid until the end of the period of notice. The President and CEO may choose to retire at the age of sixty. The amount of pension is agreed in advance, and an index increase is made to the sum annually. The amount is less than the full amount of pension under the Employees’ Pensions Act. The pension is recognised as a defined benefit liability in the financial statements. In 2009, EUR 30,000 arising from this agreement was recognised in the income statement.