Well-functioning and competitive remuneration is an essential tool for engaging competent Board members, key personnel and employees to the Company. The remuneration must be in proportion to the long-term development of the value of the Company. The aim of the remuneration is to encourage employees as individuals and members of a team to achieve the set financial and operative goals and excellent performances.
The principles of remuneration are meant to ensure the achievement of Kojamo’s strategy and business goals. The principles of remuneration must comply with ethical principles and legislative requirements. In addition, all remuneration mechanisms are planned in line with risk management. The remuneration mechanisms strengthen Kojamo’s ability to generate added value to its stakeholders. A further objective is to attract skilled employees through versatile, competitive remuneration.
- Read more about the key principles of remuneration in the Remuneration Policy and Remuneration Report 2020.
Principles of remuneration concerning the members of the Board of Directors
The remuneration paid to the members of Kojamo plc’s Board of Directors is decided by the Annual General Meeting. In the Annual General Meeting 2020, it was decided that for the term of office ending with the Annual General Meeting 2019, the following annual fees will be paid to the members of the Board of Directors:
- EUR 65,000 to the Chairman of the Board
- EUR 39,000 to the Vice-Chairman
- EUR 32,500 to each Board member and
- EUR 39,000 to the Chairman of the Audit Committee.
The Members of the Board are paid only one annual fee according to their role so that no overlapping fees will be paid. In addition, it was decided that an attendance allowance of EUR 600 be paid for each meeting and an attendance allowance of EUR 600 be paid for Committee meetings as well.
It was decided that the annual fee will be paid as company’s shares and cash so that approximately 40 per cent of the annual fee will be paid as Kojamo plc’s shares and the rest will be paid in cash. The shares will be purchased directly on behalf of the Members of the Board. The company will pay any transaction costs and transfer tax related to the purchase of the company shares. The shares in question can’t be transferred earlier than two years from the transaction or before the term of the Member of the Board has ended, depending which date is earlier.
- Information on Board and Committee fees paid in 2020 is available in the Remuneration Report 2020.
Principles of remuneration concerning the members of the Shareholders’ Nomination Board
The members of the Nomination Board will not receive remuneration for the membership of the Nomination Board. The members’ travel expenses shall be reimbursed according to the Company’s travel policy.
Principles of remuneration concerning the CEO and Management Team
The remuneration of the CEO and other members of the Management Team consists of total remuneration (including fixed pay and benefits in kind) as well as long-term incentive plans.
The CEO’s employment contract can be terminated by the Company with a notice period of 12 months, during which the CEO does not have an obligation to work. The CEO can terminate the contract with a notice period of three months. No separate severance pay has been agreed on in the CEO’s contract.
For the other members of the Management Team, the contract can be terminated by the Company with a notice period of six months, during which the manager does not have an obligation to work. The members of the Management Team can terminate the contract with a notice period of three months. The additional severance pay is equivalent to 6 months’ salary.
Remuneration of the CEO in 2020
The salaries and other benefits paid to the CEO in 2020 are
shown in the table below:
|Remuneration type||Amount paid||Share of total, %|
|Benefits in kind, EUR||23,859.30|
|Remuneration based on the short-term incentive plan, EUR||65,480.06|
|Remuneration based on the long-term incentive plan (earning period 2017–2019):|
|In cash, EUR||285,520.44|
|In shares, EUR||285,520.44|
|Number of shares purchased||16,466|
|Share purchase date||13 February 2020|
|Share purchase price, EUR||17.34|
|Total remuneration, EUR||1,048,663.49|
|Other financial benefits|
|Supplementary pension contributions, EUR||65,421.56|
Remuneration of other Management Team members in 2020
The wages and salaries paid to other Management Team members were EUR 1.0 (1.0) million and share-based payments were EUR 0.5 (0.3) million. The sum includes the salaries and fees paid by Kojamo and all of its subsidiaries insofar the persons stated above are employed by the Company.
The management’s pension commitments
The retirement age for the CEO and the members of the Management Team is 63 years. The CEO and the members of the Management Team belong to a contribution-based pension system in which an insurance premium corresponding to two months’ taxable income is paid annually into a group pension insurance plan. In accordance with the terms of the insurance, the insurance savings can be withdrawn starting from the age of 63 or as a supplementary pension complementing earnings related pension. The costs of the statutory pension plan for the CEO and the members of the Management Team were EUR 0.4 (0.5) million, and payments to the voluntary pension plan amounted to EUR 0.2 (0.2) million in 2020.
Kojamo has two ongoing long-term incentive plans: 2018 and 2021.
The long-term incentive plan aims to align the interests of Kojamo’s shareholders and key employees selected by the Board of Directors in order to increase the Company’s value in the long term and commit the key employees to the implementation of the Company’s strategy and offer
them a competitive incentive plan based on earning and accumulation of the Company’s shares.
The ongoing earning periods (2019–2021, 2020–2022 and 2021–2023) are
share-based. The maximum earning opportunity for each earning period has been defined as a number of Kojamo shares. Half of the shares is paid in shares and half in cash.
|Earnings period||Basis for incentives||Target group||Maximum remuneration|
|2019–2021||– total revenue|
– return on equity (%)
– funds from operations (FFO) per share
|the members of the Management Team, 6 persons in total||116,752 shares|
|2020–2022||– total revenue|
– fund from operations (FFO) per share
|the members of the Management Team and other key employees, 18 persons in total||102,242 shares|
|2021–2023||– total revenue|
– fund from operations (FFO) per share
|the members of the Management Team and other key employees, 19 persons in total||102,277 shares|
Page updated 11 March 2021