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Remuneration
Kamux’s remuneration policy aims at determining remuneration practices that encourage to promote the company’s growth strategy, long-term financial success and shareholder value. Likewise, the remuneration policy enables recruiting a competent management and Board of Directors and ensuring their commitment to the company.
Read more: Kamux_Remuneration-policy
Remuneration of the Board of Directors
Shareholders of the company annually decide on the remuneration paid to the Board of Directors and the principles for the compensation of expenses in the General Meeting. According to the remuneration policy, the largest shareholders or a possible Shareholders’ Nomination Board may prepare a proposal to the General Meeting on the remuneration of the Board of Directors. In accordance with the resolution of the Annual General Meeting held in April 2020, Kamux has established a Shareholders’ Nomination Board, the tasks of which include to prepare and present to the Annual General Meeting proposals on, for instance, remuneration in accordance with the remuneration policy for the governing bodies.
Members of the Board of Directors are encouraged to hold shares of the company, and the General Meeting can resolve to pay part of the remuneration of the Board in shares of the company.
Board members are not compensated separately for Board or committee meetings. Remuneration for the company’s Board members does not include pension payments. Members of the Board are not included in Kamux’s short- or long-term incentive plans.
Remuneration of the Board of Directors in 2021
The General Meeting on 20 April 2021 resolved on the following annual remuneration for members of the Board of Directors:
Of the annual remuneration of the Chairperson and members of the Board, the Annual General Meeting resolved to pay 40 percent in Kamux shares and 60 percent in cash.
The share of annual remuneration of the members of the Board of Directors paid in shares was paid in May 2021 in own shares held by the company. There are no special terms or conditions associated with owning the shares received as remuneration. Remuneration of the members of the Audit Committee will be paid in cash.
Read more about the remuneration of the Board of Directors in the Remuneration Report 2021.
The notice of Kamux’s General Meeting that will be held on 20 April 2022 includes a proposal on the remuneration of the Board of Directors for the period beginning on the date of the Annual General Meeting 2022.
Remuneration of the CEO
The Board of Directors decides on the remuneration of Kamux’s CEO and the criteria thereof.
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, under certain conditions, entitled to a severance payment corresponding to 12 months’ full salary. The CEO does not have a supplementary pension plan. The CEO’s retirement age is determined by the statutory pension system and is 63 years under the applicable legislation.
Remuneration of the CEO in 2021
In 2021, the total monthly salary of CEO Juha Kalliokoski was EUR 345,020 (the fixed salary paid in 2020 was EUR 271,533).
The bonus is paid based on achieving the targets set for the financial period related to revenue and operating profit as well as personal targets that are related to each area of responsibility and support the implementation of the company’s strategy. The weight of revenue in the earnings of the incentive plan is 70 percent and the weight of personal strategic targets is 30 percent. The bonus is paid under the condition that the adjusted operating profit limit set by the company for incentives has been met.
The CEO’s bonus payable based on performance in 2021 can be up to 45 percent of the fixed salary (calculated from the fixed salary without holiday compensation and fringe benefits). No bonus is paid to the CEO for 2021, as the CEO waived his right to the bonus.
The CEO’s performance-based bonus in 2020 could be up to 40 percent of the fixed salary. The bonus paid in March 2021 was 12 percent of the fixed salary in 2020, or EUR 25,396. The bonus paid was lower than presented in the Remuneration Report 2020, as the CEO gave up a part of his bonus.
Similarly, the bonus payable based on performance in 2022 can be up to 45 percent of the fixed salary.
| Fixed salary (1) | Bonus paid for 2020 (2) | Share-based incentive for 2020 | Total | Bonus for 2021, EUR (2) | Share-based incentive for 2021, net remuneration in shares |
|---|---|---|---|---|---|
| 345,020 | 25,396 | 11,746 | 382,163 | - | 3,430 |
Long-term share-based incentive plan
Share-based incentive plan for 2021–2023
In February 2021, the Board of Directors of Kamux Corporation approved a new long-term incentive plan for the Group’s key personnel for 2021–2023. The aim of the plan is to encourage and strengthen the commitment of the Group’s key personnel to implement a long-term strategy and increase shareholder return, as well as to align the objectives of the company’s shareholders and key people to increase the company’s value.
The plan started at the beginning of 2021 and is divided into three one-year performance periods. The amount of any gross reward paid pursuant to the plan for the performance period will be determined by the targets regarding the achievement of revenue and adjusted operating profit on a yearly basis. In addition, the plan includes an additional component based on the market value of the company, which gives each participant an opportunity to receive additional shares after the end of the 2023 performance period. The potential reward will be paid primarily in Kamux’s shares or in cash or as a combination of these two by the end of April after the end of the performance period. The potential additional shares will be paid by the end of April after the end of the 2023 performance period.
The amount of gross remuneration paid to the CEO pursuant to the plan for the performance period 2021 was determined by the achievement of the performance targets, and the performance criterion applicable was achieving the revenue target and the adjusted operating profit target for 2021 set by the Board of Directors. The CEO achieved the target. The net remuneration resulting from the plan, 3,430 shares in total, will be paid to the CEO in March–April 2022 in the company’s shares unless the Board of Directors decides to pay the remuneration partly or fully in cash.
The net shares paid as remuneration will be subject to a transfer restriction during the commitment period. The commitment period begins when the reward is paid and ends on 30 April 2024. As a member of the Group’s Management Team, the CEO shall own at least half of the net shares received as a reward based on the plan until their total shareholding in the company corresponds to the value of their annual salary (ownership obligation).
Each participant must own this number of shares for as long as he/she remains a member of the Group’s Management Team. If the participant’s employment with Kamux terminates before the reward is paid, she/he is not generally entitled to a reward based on the plan. Definitive entitlement to remuneration requires that employment in Kamux continues until April 2024.
Share-based incentive plan for 2017–2020
In 2021, the CEO was paid a remuneration pursuant to the share-based incentive plan for the performance period 2020. The plan was established in 2017 by Kamux’s Board of Directors for Kamux’s key personnel. The objective of the share-based incentive plan was to align the targets of shareholders and key personnel to increase the long-term value of Kamux as well as to strengthen the commitment of key personnel to Kamux and offer them a competitive incentive plan that is based on earning and accruing shares in the company.
The amount of gross remuneration paid pursuant to the plan for the performance period 2020 was determined by the achievement of the performance targets. According to the decision by the Board of Directors, the performance criterion applicable to the 2020 performance period was achieving the operating profit target for 2020 set by the Board of Directors. The CEO achieved the set target in part. The amount of gross remuneration was EUR 11,746 in total based on the share price on the payment date 16 April 2021, EUR 14.83 per share. The remuneration based on the plan was paid to the CEO in 2021. The remuneration was paid fully in the company’s shares. The net shares paid as remuneration will be subject to a transfer restriction during the defined commitment period. The commitment period begins when the remuneration is paid and ends on 31 December 2022.
| Earning period | Earning criterion | Payment | Commitment period | Terms |
|---|---|---|---|---|
| Year 2020 (Share-based incentive plan for 2017–2020) | Achievement of operating profit (EBIT) target in 2020 | The reward was paid in the company’s shares in April 2021. 1) | Payment date – 31 December 2022 | The rewards for key personnel total up to approx. EUR 1.3 million (gross), which is estimated to correspond to up to 181,400 Kamux shares (calculated on the basis of the average price of the Kamux share in December 2019). The net shares paid as a reward will be subject to a transfer restriction during the commitment period. |
| Year 2021 (Share-based incentive plan for 2021–2023) | Achievement of revenue target and adjusted operating profit target. In addition, the plan includes an additional component based on the market value of the company. | The reward will be paid in March–April 2022 in the company’s shares unless the Board of Directors decides to pay the reward partly or fully in cash. | Payment date – 30 April 2024 | The rewards for key personnel for the entire earning period may total up to approx. EUR 4.4 million (gross), which is estimated to correspond to up to approx. 370,000 Kamux shares (calculated on the basis of the volume-weighted average price in January 2021). The net shares paid as a reward will be subject to a transfer restriction during the commitment period. |
1) The paid reward consisted of the net number of shares remaining after deducting the cash proportion to cover the taxes for the confirmed reward.
Read more about the remuneration of the CEO in the Remuneration Report 2021
Remuneration of other Management Team members
The Board of Directors decides on the salaries and remuneration of the Management Team. The company’s HR function prepares matters related to the contractual terms and remuneration of the management.
Remuneration of the members of the Management Team consists of a fixed monthly salary, bonus and a share-based incentive plan. The terms of the bonuses are decided by the company’s Board of Directors each year. The earning criteria for the bonus in 2021 were tied to the achievement of personal targets and EBIT targets as well as revenue-related targets set for the financial year.
The long-term share-based incentive plan is described above. The share-based incentive plan covers all members of the Management Team.
Remuneration of other Management Team members in 2021
The table below presents the total salaries and remuneration paid in 2021 to members of the Management Team excluding the CEO:
| Fixed salaries, EUR (1) | Bonuses paid for financial year 2020, EUR (2) | Share-based rewards paid for financial year 2020, EUR | Total, EUR |
|---|---|---|---|
| 1,211,527 | 160,474 | 49,461 | 1,421,462 |
As a rule, if a member’s management or employment term ends before the payment of the reward, the reward is not paid. In 2021, 3221 shares returned to the holding of Kamux in accordance with the terms of the 2021 share-based incentive program due to the termination of the employment of a member of the Management Team.
The pension benefits of the members of the Management Team are determined by the statutory pension system. Kerim Nielsen, Country Director Sweden, is entitled to a supplementary pension plan from the beginning of 2022.
Other members of the Management Team are entitled to a car and phone benefit. The Management Team were not paid other taxable benefits in 2021.
The members of the Management Team have a three- to six-month period of notice. The members of the Management Team are entitled to salary during the period of notice.
Read more:
KAMUX_Remuneration report 2021
KAMUX_Remuneration report 2020
KAMUX_Remuneration report 2019
Kamux_Remuneration Statement_2018
Kamux Remuneration Statement 2017