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Remuneration

Remuneration

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 resolve on the remuneration of the Board of Directors 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 programs.

Remuneration of the Board of Directors in 2020

The General Meeting on 21 April 2020 resolved on the following annual remuneration for members of the Board of Directors:

  • Chairperson of the Board EUR 60,000
  • Member of the Board EUR 30,000
  • Chairperson of the Audit Committee EUR 5,000
  • Member of the Audit Committee EUR 2,500.

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 2020 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. The remuneration for committee membership resolved on by the Annual General Meeting 2020 will be paid in spring 2021.

Kamux and Virtanen Consulting GmbH (consultancy firm under Matti Virtanen’s authority) signed a consultancy agreement on 1 February 2016 relating to consultancy services concerning Kamux’s internationalization. In 2020, Virtanen Consulting GmbH was paid EUR 45,150 based on the consultancy agreement. The contract is no longer in effect.

Read more about the remuneration of the Board of Directors in the Remuneration Report 2020.

 

Remuneration of the CEO

The Board of Directors decides on the remuneration of Kamux’s CEO and the criteria thereof.

  • The remuneration of the CEO consists of a monthly fixed salary, a bonus and a share-based incentive program.
  • The terms of the CEO’s bonus are decided by the company’s Board of Directors each year.
  • The share-based incentive program established in 2017 by the Board of Directors for Kamux’s key personnel aims at aligning the targets of shareholders and key personnel in order 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 program that is based on earning and accruing shares in the company.

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 2020

The fixed salary of the CEO was EUR 271,533 in 2020. The earning criteria for the bonus in 2020 were tied to the achievement of personal targets and EBIT targets set for the financial year. The 2020 bonus for the CEO can be up to 40 percent of the fixed salary. From the beginning of 2021, bonus for the CEO can be up to 45 percent of the fixed salary.

Remuneration paid to the CEO in the financial year 2020, EUR
Fixed salary (1) Bonus paid
for 2019
(2)
Share-based incentive
for 2019
Total
271,53342,35750,206364,096
1) Including fringe benefits and defined contribution pension costs. As of 1 January 2021, the CEO’s fixed salary is EUR 28,117 per month.
2) The bonus for 2019 was a maximum of 40 percent of the fixed salary.  
Long-term share-based incentive program
Earning periodEarning criterionPaymentCommitment periodTerms
Year 2019Achievement of operating profit (EBIT) target in 201917 April 2020 (1)17 April 2020 ‒ 31 December 2021The rewards for key personnel total approximately EUR 1.0 million (gross), which is estimated to correspond to up to approximately 180,000 Kamux shares (calculated on the basis of the average price of the Kamux share in December 2018). The net shares paid as a reward will be subject to a transfer restriction during the commitment period.2 The reward will be paid in the company’s shares unless the Board of Directors decides to pay the reward partly or fully in cash.
Year 2020Achievement of operating profit (EBIT) target in 2020by 31 May 2021Payment date – 31 December 2022The rewards for key personnel total approximately EUR 1.3 million (gross), which is estimated to correspond to up to approximately 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. 2 The reward will be paid in the company’s shares unless the Board of Directors decides to pay the reward partly or fully in cash.
1)Reward paid fully in the company’s shares.  2)The reward payable consists 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 2020.

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 program.
  • The terms of the bonuses are decided by the company’s Board of Directors each year.
  • The share-based incentive program established in 2017 by the Board of Directors for Kamux’s key personnel aims at aligning the targets of shareholders and key personnel in order 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 program that is based on earning and accruing shares in the company.
  • A member of the Management Team shall own at least half of the net shares received as a reward based on the program until their share­holding in the company corresponds to the value of their annual salary (ownership obligation).

Remuneration of other Management Team members in 2020

The earning criteria for the bonus in 2020 were tied to the achievement of personal targets and EBIT targets set for the financial year.

 

Long-term share-based incentive program
Earning period

Earning criterionPaymentCommitment periodTerms
Year 2019Achievement of operating profit (EBIT) target in 201917 April 2020 (1)17 April 2020 ‒ 31 December 2021The rewards for key personnel total approximately EUR 1.0 million (gross), which is estimated to correspond to up to approximately 180,000 Kamux shares (calculated on the basis of the average price of the Kamux share in December 2018). The net shares paid as a reward will be subject to a transfer restriction during the commitment period.2 The reward will be paid in the company’s shares unless the Board of Directors decides to pay the reward partly or fully in cash.
Year 2020Achievement of operating profit (EBIT) target in 2020by 31 May 2021Payment date – 31 December 2022The rewards for key personnel total approximately EUR 1.3 million (gross), which is estimated to correspond to up to approximately 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.2 The reward will be paid in the company’s shares unless the Board of Directors decides to pay the reward partly or fully in cash.
1)Reward paid fully in the company’s shares. 2) The reward payable consists of the net number of shares remaining after deducting the cash proportion to cover the taxes for the confirmed reward.
As a rule, if a member’s management or employment term ends before the payment of the reward, the reward is not paid. In 2020, 2,445 shares returned to the holding of Kamux in accordance with the terms of the 2019 share-based incentive program due to the termination of the employment of a member of the Management Team.

The table below presents the total salaries and remuneration paid in 2020 to members of the Management Team excluding the CEO. On 31 December 2020, the Management Team comprised seven members in addition to the CEO.

The total salaries and remuneration paid to other members of the Management Team in 2020, EUR

Fixed salaries (1) Bonuses paid for financial year 2019 (2)
Share-based rewards paid for financial year 2019Total
1,443,942195,007172,0951,811,044

1) Including fringe benefits and defined contribution pension costs. 2) The 2019 bonus totaled a maximum of 40 percent of the fixed salary. From the beginning of 2021, bonus can be up to 45 percent of the fixed salary.

The pension benefits of the members of the Management Team are determined by the statutory pension system with no supplementary pension plans. Members of the Management Team other than the CEO are entitled to a car benefit. The Management Team were not paid other taxable benefits in 2020.

The members of the Management Team have a three-month period of notice. The members of the Management Team are entitled to salary during the period of notice.

Read more:

Kamux Remuneration Policy

KAMUX_Remuneration report 2020

KAMUX_Remuneration report 2019

Kamux_Remuneration Statement_2018

Kamux Remuneration Statement 2017