Investors


Investor Contacts

Matti Hyytiäinen

President & CEO
Tel. +358 20 1752 968
firstname.lastname@pkcgroup.com

Juha Torniainen

CFO
Tel. +358 20 1752 150
firstname.lastname@pkcgroup.com

Investor Contacts through

Outi Saarela

Corporate Communications Generalist
Tel. +358 40 023 7975
firstname.lastname@pkcgroup.com

Remuneration Statement

This is a regularly updated report. Yearly remuneration statements:

Remuneration Statement 2016
Remuneration Statement 2015
Remuneration Statement 2014
Remuneration Statement 2013

Remuneration Statement 2012
Remuneration Statement 2011
Remuneration Statement 2010

Board of Directors

Remuneration

The Annual General Meeting resolves the remuneration paid to the Board of Directors.

Annual General Meeting 2016 resolution:

  • the annual remuneration payable to the members of the Board of Directors to be elected for a term of office ending at the end of the next Annual General Meeting shall be the following: Chairman of the Board EUR 60,000, Vice Chairman of the Board EUR 45,000 and other Board members EUR 30,000
  • the Chairmen of the Board Committees shall be paid an additional annual remuneration of EUR 10,000 and the other Committee members EUR 5,000
  • the meeting fee for attending the Board and Committee meetings shall be the following: Chairmen EUR 1,200 per meeting, and other Board members EUR 800 per meeting. The meeting fees will be doubled in case member physically participates in a meeting held in a country, where member is not resident. No meeting fee shall be paid for the decision minutes drafted without holding a meeting
  • in addition, the travel and accommodation expenses related to the Board and Committee meetings shall be paid

Other benefits

The Chairman or the members of the Board of Directors are not in employment relationship or have service contract with company or its subsidiaries. The Board of Directors is not included in the stock option schemes. The company has not otherwise granted shares or other share related rights as compensation to the Board of Directors. The company does not pay Board members fees on any other basis or grant them loans or give guarantees on their behalf.

President and Executive Board

President

The Board of Directors decides on the salary and other benefits of the President. The President is included in the management's bonus system, with the annual bonus being a maximum of six months' salary, depending on the achievement of the objectives set annually. The President's service contract has provision for a notice period of three (3) months on the President's part and six (6) months on the company's part, in addition to which Matti Hyytiäinen´s service contract has provision of severance payment of twelve months salary. The retirement age is statutory and no voluntary pension insurance policies have been taken.

The President is included in the company's stock option schemes. The President has not otherwise been granted shares or other share related rights as compensation.

Executive Board

The Board of Directors confirms the salaries and benefits of the members of the Executive Board upon President's proposal. The members of the Executive Board are included in the management's bonus system with the annual bonus being typically 6 months depending on the achievement of the objectives set annually. The retirement age is statutory and no voluntary pension insurance policies have been taken.

The members of the Executive Board are included in the company's stock option schemes. The company has not otherwise granted shares or other share related rights as compensation to the Executive Board.

Short-term Remuneration - Bonus System

The Group has in force a result based bonus system approved by the Board of Directors, the purpose of which is to reward achievement of strategic objectives and to offer competitive incentive scheme for personnel. The principles, terms and conditions, earnings criteria, maximum and minimum limits of targeted yield levels and persons included in the system are confirmed annually by the Board. Result criteria are business unit specific EBITDA and cash flow targets. Within the target ranges, bonuses were determined linearly. Group management and key personnel, and also white and blue collar employees in Finland, are included in the system. The members of the Executive Board are included in the management's bonus system. The limit of the annual bonus is predominantly maximum of six months' salary, depending on the achievement of the objectives set annually. The system's earning period is the financial year.

Long-term Remuneration

Stock Option Schemes

Options 2009

The stock options of the year 2009 stock-option scheme shall, upon Board´s decision, be issued free of charge to the members of the Executive Board, general managers of subsidiaries and other key personnel defined by the board and employed by or to be recruited by the Group.

The year 2009 stock-option scheme comprises of 600,000 stock options and they are divided into A, B and C options. The stock options entitle their owners to subscribe for a maximum total of 600,000 new shares in the Company or existing shares held by the Company. The share subscription period is during the years 2012-2016. The share subscription price for stock options is the volume-weighted average price of the PKC Group Plc share on the Helsinki Stock Exchange, with dividend adjustments as defined in the stock option terms.

All stock option schemes contain a share ownership plan. The option recipients are required to acquire or subscribe for the Company´s shares with 20 per cent of the gross stock option income gained from the exercised stock options, and to hold such shares for at least two years. The Company´s President must hold such shares as long as his service contract is in force.

Options 2012

The stock options of the year 2012 stock-option scheme shall, upon Board´s decision, be issued free of charge to the members of the Executive Board, general managers of subsidiaries and other key personnel defined by the board and employed by or to be recruited by the Group.

The year 2012 stock-option scheme comprises of 1,020,000 stock options and they are divided into 2012A (i and ii), 2012B (i and ii) and 2012C (i and ii) options. The stock options entitle their owners to subscribe for a maximum total of 1,020,000 new shares in the Company or existing shares held by the Company. The share subscription period is during the years 2015-2019. The share subscription price for stock options is the volume-weighted average price of the PKC Group Plc share on the Helsinki Stock Exchange, as defined in the stock option terms.

The share subscription period for stock options 2012A(ii), 2012B(ii) and 2012C(ii) shall, however, not commence, unless certain operational or financial targets of the Group established for the exercise of stock options and determined by the Board of Directors have been attained. The Board of Directors shall annually decide on targets separately for each stock option class in connection with the distribution of stock options. Those stock options, for which the targets determined by the Board of Directors have not been attained, shall expire in the manner decided by the Board of Directors.

All stock option schemes contain a share ownership plan. The option recipients are required to acquire or subscribe for the Company´s shares with 20 per cent of the gross stock option income gained from the exercised stock options, and to hold such shares for at least two years. The Company´s President must hold such shares as long as his service contract is in force.

Release criteria for 2012 A (ii) options:

  • The share subscription period with 2012 A (ii) options begins only if the financial performance and EBITDA of PKC Group for financial years 2012-2014 is, based on the total consideration of the Board of Directors, comparable to PKC Group´s key competitors that have published their results. The total consideration shall also take into account the development of PKC Group´s market share.
  • If the above-mentioned prerequisite is not fulfilled, stock options expire based on the consideration and in the extent and manner decided by the Board of Directors and the terms of the stock options.
  • 2012 A (ii) options shall be allocated to option holders conditionally so that the options shall be distributed and entered into option holders´ book-entry accounts only after the Board of Directors has decided on the start of the share subscription period and to the extent decided by the Board of Directors.
  • Board of Directors has decided that the release criteria for 2012 A ii) options has been fulfilled and thus share subscription period with 2012 A (ii) options shall start as set out in option terms

Release criteria for 2012 B (ii) options:

  • The subscription period with 2012 B (ii) options begins only if EBITDA for years 2013-2015 is cumulatively at least EUR 180 million. The effect of M&As and other restructurings as well as exceptional changes in macroeconomy shall be taken into account in calculation.
  • If the above-mentioned prerequisite does not fulfill, stock options expire based on the consideration and in the extent and manner decided by the Board of Directors and the terms of the stock options.
  • 2012 B (ii) options shall be allocated to option holders conditionally so that the options shall be distributed and entered into option holders' book-entry accounts only after the Board of Directors has decided on the start of the share subscription period and to the extent decided by the Board of Directors.
  • Board of Directors has decided that the release criteria for 2012 B (ii) options has been fulfilled and thus share subscription period with 2012 B (ii) options shall start as set out in option terms

Release criteria for 2012 C (ii) options:

  • The share subscription period with 2012 C (ii) options begins only if EBITDA for years 2014-2016 is cumulatively at least EUR 180 million. The effect of M&As and other restructurings as well as exceptional changes in macro-economy shall be taken into account in the calculation.
  • If the above-mentioned prerequisite does not fulfill, stock options expire based on the consideration and in the extent and manner decided by the Board of Directors and the terms of the stock options.
  • 2012 C (ii) options shall be allocated to option holders conditionally so that the options shall be distributed and entered into option holders´ book-entry accounts only after the Board of Directors has decided on the start of the share subscription period and to the extent decided by the Board of Directors.
  • Board of Directors has decided that the release criteria for 2012 C (ii) options has not been fulfilled and thus share subscription period with 2012 C (ii) options shall not start as set out in option terms

Share-based incentive plans

PKC Group Plc's share-based incentive plan for the Group key personnel consists of Performance Share Plan, Matching Share Plan and a Restricted Share Plan. The aim of the plans is to combine the objectives of the shareholders and the key personnel in order to increase the value of the Company in the long-term, to bind the participants to the Company, and to offer them competitive reward plans based on earning and accumulating the Company´s shares.

The potential rewards from these incentive plans, on the basis of the performance period and vesting periods, will be paid partly in the Company's shares and partly in cash. The cash proportion is intended to cover taxes and tax-related costs arising from the reward to the participant. As a rule, no reward will be paid, if a participant´s employment or service ends before the reward payment.

LTI 2015

  • Performance Share Plan 2015

The vesting and performance period of the Performance Share Plan 2015 is calendar years 2015-2017, during which the plan is directed to approximately 40 participants, including the members of the Executive Board. The rewards to be paid on the basis of the performance period 2015-2017 correspond to the value of an approximate maximum total of 310,000 PKC Group Plc shares (including also the cash proportion).

The potential reward from the performance period 2015-2017 will be based on the PKC Group's and/or on the participant's employer company's 3-year cumulative Revenue and 3-year cumulative Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA), with heavier weight on the EBITDA. Attainment of the required performance level will determine the proportion out of the maximum reward that will be paid to a participant on the basis of the Performance Share Plan 2015. The Board of Directors will annually resolve on future performance periods.

A member of the Executive Board must hold 50 per cent of the net number of shares given on the basis of the Performance Share Plan, as long as his or her shareholding in total corresponds to the value of his or her annual gross salary. Such number of Shares must be held as long as the member's employment or service in the PKC Group continues.

  • Matching Share Plan 2015

The vesting period of Matching Share Plan 2015 is calendar years 2015-2017, during which the plan is directed to approximately 20 participants, including the members of the Executive Board. The Board of Directors may resolve to include new participants in this plan during 2015-2017, and on the duration of the related vesting periods (12-36 months). The rewards allocated in 2015-2017 on the basis of the Matching Share Plan 2015 correspond to the value of an approximate maximum total of 100,000 PKC Group Plc shares (including also the cash proportion).

The prerequisite for receiving reward on the basis of the Matching Share Plan 2015 is that a person participating in the Plan acquires the Company´ shares up to the number determined by the Board of Directors. Furthermore, receiving of reward is tied to the continuation of participant´s employment or service upon reward payment. The participant may as a gross reward, receive one (1) matching share for each acquired share.

In order to finance the acquisition of the PKC Group shares, the Board of Directors has resolved to offer to members of the Executive Board participating in the Matching Share Plan a possibility to sell to the Company their stock options 2012A(i) and 2012A(ii) at the theoretical value. The stock option purchases will be implemented in spring 2015.

  • Restricted Share Plan 2015

The vesting period of the Restricted Share Plan 2015 is calendar years 2015-2017, during which the plan is directed to approximately 20 selected key persons. The rewards allocated in 2015-2017 on the basis of the Restricted Share Plan 2015 correspond to the value of an approximate maximum total of 120,000 PKC Group Plc shares (including also the cash proportion).

LTI2016

  • Performance Share Plan 2016

The vesting and performance period of the Performance Share Plan 2016 is calendar years 2016-2018, during which the plan is directed to approximately 60 participants, including the members of the Executive Board. The rewards to be paid on the basis of the performance period 2016-2018 correspond to the value of an approximate maximum total of 430,000 PKC Group Plc shares (including also the cash proportion).

The potential reward from the performance period 2016-2018 will be based on the PKC Group's and/or on the participant's employer company's 3-year cumulative Revenue and 3-year cumulative Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA), with heavier weight on the EBITDA. Attainment of the required performance level will determine the proportion out of the maximum reward that will be paid to a participant.

A member of the Executive Board must hold 50 per cent of the net number of shares given on the basis of the Performance Share Plan, as long as his or her shareholding in total corresponds to the value of his or her annual gross salary. Such number of Shares must be held as long as the member's employment or service in the PKC Group continues.

  • Restricted Share Plan 2016

The vesting period of the Restricted Share Plan 2016 is calendar years 2016-2018, during which the plan is directed to approximately 20 selected key persons. The rewards allocated in 2016-2018 on the basis of the Restricted Share Plan 2015 correspond to the value of an approximate maximum total of 60,000 PKC Group Plc shares (including also the cash proportion).


Annual information may be found in the annual remuneration statements.