The Board of Directors
The company’s Board of Directors confirms the remuneration and other benefits paid to the President and CEO and other members of the Management Group and decides on the company’s incentive schemes.
The Annual General Meeting, held on 30 March 2022, resolved that an annual fixed remuneration of the members of the Board of Directors is paid as follows:
- The Chairman is paid EUR 65,000 and
- Members are each paid EUR 37,000
The AGM also resolved that the members of the Board of Directors are paid a meeting-specific fee as follows: EUR 1,000 to the Chairman of the Board of Directors and EUR 500 to the members of the Board of Directors per each meeting held in the home country of the respective member, and EUR 1,500 to the Chairman of the Board of Directors and EUR 1,000 to the members of the Board of Directors per each meeting held elsewhere than in the home country of the respective member.
An elected member of the Board of Directors may, at his/her discretion, choose to receive the annual fixed remuneration partly in company shares and partly in cash so that approximately 40% of the annual fixed remuneration is paid in Detection Technology Plc’s shares. The number of shares forming the above remuneration portion, which would be payable in shares, will be determined based on the share value in the public trading maintained by Nasdaq Helsinki Ltd, calculated as the trade volume weighted average quotation of the share during the one-month period immediately following the date on which the interim report of January-March 2022 of the company is published.
The members of the Audit Committee and the Remuneration Committee are paid a meeting fee of EUR 500 per meeting. The travel expenses of the members of the Board of Directors as well as the Audit Committee and the Remuneration Committee are compensated in accordance with the Company’s travel rules.
Remuneration and meeting fees of the Board of Directors paid in 2021 and 2020 (EUR)
|Annual remuneration||Meeting fees||Total||Annual remuneration||Meeting fees||Total|
|Hannu Syrjälä, Chairman||60,000||10,500||70,500||76,010||8,500||84,510|
|Heikki Allonen, Member *||–||500||500||44,606||4,250||48,856|
|Carina Andersson, Member **||26,250||11,000||37,250||44,606||6,500||51,106|
|Vera Backström, Member **||26,250||6,000||32,250||44,606||4000||48,606|
|Richard Ingram, Member||35,000||11,000||46,000||24,788||4,500||29,288|
|Henrik Roos, Member||35,000||10,500||45,500||34,394||6,000||40,394|
|Petri Niemi, Member *||–||–||–||9,717||1,000||10,717|
**Heikki Allonen acted as a member of the Board until 30 March 2021 and Petri Niemi until 16 April 2020.
**The change to the comparison figure is mainly attributed to the fixed remuneration paid in
Detection Technology Plc shares.
Remuneration of the Board of Directors in shares in 2021 (pcs)
|Hannu Syrjälä, Chairman||800|
|Pasi Koota, Member||513|
President and CEO
The President and CEO’s remuneration consists of salary, fringe benefits, a possible annual bonus based on performance and a share-based incentive scheme. The President and CEO remuneration includes an entitlement to an annual incentive of a maximum of six months’ salary.
The Board of Directors decides on the service terms and conditions of the President and CEO, specified in writing. The President and CEO is subject to six months’ notice and is entitled to a salary for the period of notice should the Company give notice, in addition to which he is entitled to severance pay equivalent to 12 months’ fixed salary.
In addition to the statutory pension, the CEO is eligible supplementary pension benefit. The pension age applied to the CEO is 62 years.
Remuneration of the President and CEO paid in 2021 and 2020 (EUR)
|Base salary and benefits||Short-term incentives||Long-term incentives||Total||Base salary and benefits||Short-term incentives||Long-term incentives||Total|
|Share of remuneration element||70%||0%||30%||100%||88%||12%||0%||100%|
|Voluntary pension contribution||9,025||9,080|
There is no remuneration to be paid to the President and CEO during 2021 based on the 2020 outcome.
In 2021, the President and CEO was granted the following share-based remuneration
|Long-term incentive plan||Earning opportunity||Share subscription price (EUR)||Exercise period|
|Stock options 2020
|33,300||31.32||2 May 2024 – 31 May 2025|
The Management Group’s remunerations consist of salary, fringe benefits, a possible annual bonus based on performance and a share-based incentive scheme. The compensation principles of the Management Group members are decided by the Board of Directors. The Management Group’s remuneration program includes an entitlement to an incentive of up to four months’ salary.
The pension and retirement age for the members of the Management Group are determined in accordance with the applicable legislation in force regarding pension.
Remuneration of the members of the Management Group in 2021 and 2020 (EUR)
(excluding the President and CEO)
|Salaries and benefits||912,220||849,053|
|Performance-based incentives paid in cash||15,101||93,069|
|Proceeds from LTI program 2018A||398,995||0|
Stock options 2018 and 2020
Amount of outstanding stock options 2018 and 2020 of President and CEO and other Management Group members on 31 December 2021 (Pcs)
|2020 B1 and B2
||2020 A1 and A2||2018 B1 and B2||2018 A1 and A2|
|President and CEO, Martola Hannu||33,300||40,000||40,000||20,000|
|Other Management Group members||105,000||105,00||89,900||–|
The share subscription period with the stock options
- 2018A1 and 2018A2: 2 May 2021 – 31 May 2022
- 2018B1 and 2018B2: 2 May 2022 – 31 May 2023
- 2020A1 and 2020A2: 2 May 2023 – 31 May 2024
- 2020B1 and 2020B2: 2 May 2024 – 31 May 2025
The share subscription price is the trade volume weighted average price of the company’s share in public trading during the following periods
- 2018A1 and 2018A2: 29 August 2018 – 26 September 2018
- 2018B1 and 2018B2: 2 – 27 September 2019
- 2020A1 and 2020A2: 31 August 2020 – 25 September 2020
- 2020B1 and 2020B2: 2 September – 1 October 2021
The subscription price will be further reduced based on the grounds stipulated in the stock option terms and conditions such as for example based on dividends distributed before shares with the stock options are subscribed.
Share subscription price as of 31 December 2021 (EUR)
- 2018A1 and 2018A2: EUR 21.22
- 2018B1 and 2018B2: EUR 20.00
- 2020A1 and 2020A2: EUR 18.60
- 2020B1 and 2020B2: EUR 31.32
The Company’s share price was EUR 29.30 at 31 December 2021.
Other staff members
Other staff members of the company can participate to an annual bonus programme based on separate decision of the board of directors. Typically the bonus programme includes company level financial performance indicators (EBITDA) and personal targets.