Governance

CEO Pajuharju’s salary corresponds to EUR 45,000 per month. The CEO is entitled to an unlimited car benefit and a phone benefit.

The objective of the performance-based bonus system (annual performance bonus) is to steer the CEO towards achieving the company’s short-term financial and operational targets as well as to support the realization of the company’s strategy in the short term. The company’s Board of Directors decides on the performance criteria of the annual performance bonus each year. Approved by the Board and based on the achievement of the performance criteria, the bonus is paid in cash after a one-year performance period. The annual performance bonus payable to the CEO may equal up to 12 months’ salary. The annual performance bonus is paid under the condition that the limit for group-level adjusted operating profit, set by the company for incentives, has been met.

In 2024, the performance criteria of CEO Pajuharju’s annual performance bonus are linked to the adjusted operating profit target set for the financial year.

The CEO's long-term incentives are consistent with those of the Group Management Team and key personnel. The Board of Directors has approved CEO Tapio Pajuharju's participation in the key persons’ long-term share-based incentive plan of Kamux approved by the Board of Directors for 2024-2026. 

The Board of Directors has decided on a fixed maximum remuneration for the CEO for the performance period 2024. The maximum reward to be paid from the performance period 2024 is a maximum of 123,000 shares. The maximum reward is expressed as gross number of shares before deducting applicable taxes. In accordance with Kamux's remuneration policy for governing bodies, the value of the plan's target level earning opportunity has been calculated by using Kamux's share price at the beginning of the performance period.

The potential rewards to be paid from the performance period 2024 will be paid before the end of April following the end of the performance period, after which the potential net shares will be subject to a transfer restriction during the two-year commitment period. The reward to be paid consists of the net number of shares remaining after deducting the cash portion required to cover taxes arising from the confirmed gross reward.

If the CEO’s contract is terminated before the payment of the remuneration, the remuneration is not paid as a rule. If the CEO’s contract is terminated during the engagement period, the shares already paid as reward will revert to the company, unless the Board of Directors decides otherwise. Following the end of the engagement period, the CEO must own half of the net shares received under the scheme until his total shareholding in the company equals his annual salary at the time of payment (ownership obligation). This number of shares must be held for as long as the CEO’s term of office continues. The Board of Directors may, at its discretion, grant exceptions to the ownership obligation. The Board of Directors may make such changes to the scheme as it deems necessary in the manner specified in the terms and conditions.

The CEO’s retirement age is subject to the applicable legislation. The CEO receives his supplementary pension upon turning 63 years old. Additionally, the CEO is entitled to a supplementary pension insurance. The supplementary pension agreement is a defined contribution plan. The CEO has a life insurance policy provided by Kamux and the beneficiaries are the family members of the CEO.

The management contract of the CEO is an indefinite contract with a six-month period of notice. If the company terminates the contract, the CEO is entitled to a severance payment corresponding to the CEO’s 6 months’ full salary at the time of termination.