Remuneration

image description

The objective of Harvia’s remuneration program is to promote the company’s competitiveness and to support the execution of the company’s strategy. Furthermore, the remuneration programs aim to retain key persons and the whole staff for long-term work in order to achieve shared goals and to create shareholder value.

REMUNERATION OF THE BOARD OF DIRECTORS

Companies Act, the Annual General Meeting decides on the remuneration of Harvia’s Board of Directors. The Board prepares the presentation for Board remuneration to the General Meeting.

The remuneration for the Board of Directors and members of the Audit Committee is monetary. Board members are not compensated separately for Board meetings. Travel expenses resulting from Board meetings will be compensated against reasonable invoices. Remuneration for the company’s Board members does not include pension payments.

By shareholder decision at Harvia’s Annual General Meeting held on 2 March 2018, it was decided that the Chairperson of the Board of Directors will be paid EUR 3,500 monthly and that the members of the Board EUR 2,000 monthly. In addition, the Audit Committee’s Chairperson will be paid EUR 1,300 monthly, and each member of the Audit Committee will be paid EUR 650 monthly. Member of the Board of Directors Anders Björkell will not be paid for his membership in the Board nor for his membership of the Audit Committee.

Members of the Board of Directors are not included in Harvia’s short- or long-term incentive programs.

REMUNERATION OF THE CEO AND MANAGEMENT TEAM MEMBERS IN 2018

The company’s Board of Directors determines the salary, remuneration and other benefits received by the CEO and the members of the Management Team. The remuneration of the CEO and the members of the Management Team consists of a fixed monthly salary and a bonus. The CEO possesses supplementary pension insurance.

The company’s Board of Directors determines annually the conditions of the bonus. The Board of Directors monitors the realization of the conditions of the bonus scheme.

Under the 2018 program, the bonuses of Harvia’s CEO and Management Team are based on personal targets and certain profitability targets set for the financial year. The fulfilment of these conditions supports Harvia’s long-term financial success. The maximum performance bonus is equivalent to a two months’ full salary, and a maximum personal target bonus equivalent to one month’s full salary. In addition, members of the management team who are employed by Harvia Plc, Harvia Group Oy or Harvia Finland Oy, are part of the performance bonus system where the performance bonus is a maximum of six percent of annual salary, based on the achievement of certain profitability targets.

The salary with fringe benefits paid to the CEO in 2018 totaled in EUR 437,968. Paid bonuses totaled in EUR 75,822. The annual cost of CEO’s voluntary pension insurance acquired by the Company, was EUR 8 500 in 2018. The Company is also committed to purchasing life insurance for the CEO.

The salary and fringe benefits paid to the company’s Management Team (excluding the CEO) in 2018 totaled EUR 742,392. Paid bonuses totaled EUR 107,505. Management Team’s statutory pension insurance costs in 2018 totaled EUR 107,505. Other members of the Management Team do not have supplementary pension insurances.

The CEO and other members of the Management Team are entitled to a mobile phone benefit. In addition, the CEO and some members of the Management Team possess a car benefit, and the CEO and the CFO possess an apartment benefit.

SHARE-BASED INCENTIVE PROGRAMS

The Board of Directors of Harvia Plc decided on 21 May 2018 to establish a new share-based long-term incentive scheme for the CEO and Management Team members. The scheme will form a part of Harvia Plc’s remuneration program for its management, with the objective of supporting the implementation of the company’s strategy, aligning the interests of the management with the interests of shareholders, increasing the company’s value, improving the company’s performance, and retaining the management personnel.

The long-term incentive scheme consists of three performance periods of three calendar years each, 2018-2020, 2019-2021 and 2020-2022. The Board of Directors will decide separately for each performance period the plan participants, performance criteria and related targets, as well as the minimum, target, and maximum reward potentially payable based on target attainment.

The amount of the reward paid to the participants depends on achieving the predefined targets. No reward will be paid if targets are not met or if the participant’s employment or service ends before reward payment. If the targets of the plan are reached, rewards will be paid to the participants during the spring following the end of the given performance period.

The long-term incentive plan will not have a dilutive effect, because the rewards will be paid with existing shares in the company, which will be purchased from the market, and no new shares will be issued in connection with this scheme.

In the first performance period, the plan has 10 participants at most, and the targets for the long-term incentive scheme relate to the company’s total shareholder return, revenue growth and EBIT margin. The maximum number of shares to be paid based on the first performance period is approximately 125,000 shares in Harvia Plc, which corresponds to approximately EUR 715,000 calculated with the volume weighted average share price on the trading day preceding the decision date. This number of shares represents gross earning, from which withholding tax and possible other applicable contributions are deducted and the remaining net amount is paid in shares. However, the company is entitled to pay the reward fully in cash under certain circumstances. Potential rewards from the first performance period will be paid out during the spring of 2021.

CO-INVESTMENT ARRANGEMENTS

Harvia Holding Oy (present Harvia Plc) has established a management co-investment arrangement for certain key management personnel of the Group and other key employees. The co-investment arrangements have been made in 2014–2017 with key employees who were employed by the Group or have joined the Group.

Under to the arrangement, the key employees of the company included in the arrangements invested in shares and shareholder loans of Harvia Holding Oy (current Harvia Plc). The shareholder loans in question matured in connection with the listing and were repaid.

Read more in the Remuneration report Harvia Plc Remuneration Report