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 28 March 2019, resolved that an annual fixed remuneration of the members of the Board of Directors is paid as follows:

  • The Chairman is paid EUR 55,000 and
  • Members are each paid EUR 33,000

The AGM also resolved that the members of the Board of Directors be paid a meeting-specific fee as follows: EUR 1,000 per meeting to the Chairman of the Board of Directors and EUR 500 to the members of the Board of Directors. If a member of the Board of Directors resides permanently outside of Finland, the aforementioned meeting-specific fees will be increased with EUR 500, so that EUR 1,500 per meeting be paid to the Chairman of the Board of Directors and EUR 1,000 per meeting be paid to the members of the Board of Directors. The travel expenses of the members of the Board of Directors are compensated in accordance with the Company’s travel rules.

The remuneration of the members of the Board in 2018 (EUR)

Chairman Syrjälä Hannu      €42,927
Member Allonen Heikki €27,766
Member Backström Vera €22,742
Member Koota Pasi €27,766
Member Niemi Petri €27,766
Member Roos Henrik €27,766
Chairman until 27 March 2018 Tallberg Andreas €10,048
TOTAL €186,782

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 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.

The President and CEO has an additional personal pension insurance policy paid by the company, and retirement age has been agreed at 62.

Remuneration of the President and CEO in 2018 (EUR)

Salaries and benefits      €283,475
Performance-based incentives paid in cash €120,121
Share-based incentive scheme €3,941,585
TOTAL €4,345,180

Management Group

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 (excluding the CEO) in 2018 (EUR)

Salaries and benefits      €601,081
Performance-based incentives paid in cash €181,303
Share-based incentive scheme €3,798,226
TOTAL €4,580,609

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.

Stock options 2018

DT’s Board of Directors decided on 27 September 2018 to issue maximum 760,000 stock options to DT Group’s management and other key personnel. The purpose of the stock options is to motivate the key personnel to work on a long-term basis to increase the shareholder value of the company as well as to form part of the incentive and commitment program of the key persons.

The Board of Directors on 27 September 2018 also decided to grant in total 376,000 stock options to approximately 60 individuals within the stock options series 2018A1 and 2018A2. Further information ›

Detection Technology applies a share ownership recommendation policy to the members of its management group. According to this policy each member of the management group is expected to accumulate and, once achieved, maintain a specific share ownership level in the Company as follows: Fifty per cent of the after-tax net proceeds based on the stock options are expected to be used for share subscription until the value of the management group member’s share ownership in the Company corresponds to at least the individual’s annual gross base salary in case of the President and CEO and to at least fifty per cent of the individual’s annual gross base salary in case of the other members of the management group.

Amount of stock options 2018A1 9/2018 of President and CEO and other management group members

Martola Hannu 40,000
Other management group members 84,000
TOTAL 124,000

Share-based incentive programmes

1. The Share Units Program 2008 of the President and CEO

In 2008, the company established a share-based incentive scheme for the company’s President and CEO Hannu Martola (”the Share Units Program 2008 of the President and CEO”). The Share Units Program 2008 of the President and CEO, consists of shares offered to the President and CEO for subscription in three phases beginning on December 2016, followed by December 2017 and December 2018.

The program will be discharged and the right to subscribe shares is not in force in certain situations where the employment is terminated on grounds related to the employee’s person in accordance with the Finnish Employment Contracts Act (55/2001, as amended). Issues of shares are approved annually on 9 December at the latest, by the board of directors of the company on the basis of the authorization granted by the Annual General Meeting of shareholders and the respective shares shall be subscribed by 31 December annually. Shares are issued without compensation.

The maximum number of shares that may be issued and allocated under the Share Units Program 2008 of the President and CEO is 475,050 shares.

The following table sets forth the maximum number of shares that may be offered to the President and CEO according to the Share Units Program 2008 of the President and CEO:

12/2016 12/2017 12/2018 Total
Martola Hannu  158,350  158,350  158,350  475,050

2. Restricted Share Units Program 2010

In 2010 the company set-up an equity based incentive program for certain key employees of the company (the “Restricted Share Units Program 2010”). The Restricted Share Units Program, as amended, consists of shares offered to the key employees for subscription in three phases beginning on December 2016, followed by December 2017 and December 2018, provided that the respective key employee continues to be employed by, or has other service relationship with the company. Issues of shares are approved annually on 9 December at the latest, by the board of directors of the company on the basis of the authorization granted by the Annual General Meeting of shareholders and the shares shall be subscribed by 31 December annually. Shares are issued without compensation.

The maximum number of shares that may be issued and allocated under the Restricted Share Units Program 2010 is 949,405 shares.

The following table sets forth the maximum number of shares that may be offered to the key employees according to the Restricted Share Units Program 2010:

   12/2016   12/2017   12/2018     Total
Martola Hannu 83,460 83,465 83,465      250,390
Hyvärinen Kari 41,730 41,735 41,735 125,200
Still Jyrki 41,730 41,735 41,735 125,200
Chen Wu 41,730 41,735 41,735 125,200
Hiljanen Petri 27,820 27,820 27,825 83,465
Utela Kai 27,820 27,820 27,825 83,465
Ahola Tero 20,865 20,865 20,865 62,595
Matikkala Mikko 20,865 20,865 20,865 62,595
Han Ming 10,430 10,430 10,435 31,295
Total 316,450 316,470 316,485 949,405