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.

Remuneration and meeting fees of the Board of Directors paid in 2019 and in 2018 (EUR)

2019 2018
Annual remuneration Meeting fees Total Annual remuneration Meeting fees Total
Hannu Syrjälä, Chairman 53,791 7,500 61,291 42,927 0 42,927
Heikki Allonen, Member 32,275 4,500 36,775 27,766 0 27,766
Vera Backström, Member 32,275 4,250 36,525 22,742 0 22,742
Petri Niemi, Member 32,275 4,250 36,525 27,766 0 27,766
Henrik Roos, Member 32,275 6,500 38,775 27,766 0 27,766
Pasi Koota, Member 32,275 4,500 36,775 27,766 0 27,766
Carina Andersson, Member 23,375 4,000 27,375 0 0 0
Andreas Tallberg, Chairman * 0 0 0 10,048 0 10,048
Total 238,541 35,500 274,041 186,781 0 186,781

*Mr Tallberg acted as member and chairman of the board until 27 March 2018

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 paid in 2019 and 2018 (EUR)

2019 2018
Base salary and benefits Short-term incentives Long-term incentives Total Base salary and benefits Short-term incentives Long-term incentives Total
EUR 289,380 129,667 0 419,047 283,475 120,121 3,941,585 4,237,181
Share of remuneration element 69% 31% 0% 100% 7% 0% 93% 100%

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 2019 and 2018  (EUR)

2019 2018
Salaries and benefits 774,955 601,081
Performance-based incentives paid in cash 159,815 181,303
Long-term incentives 0 3,798,226
Total 934,770 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

Based on the authorization granted by the Annual General Meeting of shareholders held on 27 March 2018, DT’s Board of Directors on 27 September 2018 decided to issue maximum 760,000 stock options to DT Group’s management and other key personnel. The stock options are offered free of charge. Each stock option entitles to subscribe for one existing of new share of DT as in each case decided by the Board of Directors.

The stock options will be issued in separate series, which will be marked with symbols 2018A1, 2018A2, 2018B1 and 2018B2. The combined aggregate number of stock options either marked with the symbol 2018A1 or 2018A2 is 380,000 and the combined aggregate number of stock options either marked with the symbol 2018B1 or 2018B2 is 380,000.

The share subscription period with the stock options 2018A1 and 2018A2 is from 2 May 2021 until 31 May 2022 and with the stock options 2018B1 and 2018B2 from 2 May 2022 until 31 May 2023.

The share subscription price with the stock options 2018A1 and 2018A2 is the trade volume weighted average price of the company’s share in public trading during 29 August 2018 – 26 September 2018. The share subscription price with the stock options 2018B1 and 2018B2 will be the trade volume weighted average price of the company’s share in public trading during 2-27 September 2019.

The Board of Directors on 27 September 2018 confirmed that the share subscription price with the stock options 2018A1 and 2018A2, determined as the average price during the above-mentioned trading period, is €22.26. 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. 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.

On 24 October 2019, the Board of Directors of Detection Technology Plc confirmed in its meeting that the share subscription price with the stock options 2018B1 and 2018B2 is EUR 20.66, determined as the average price during the trading period of 2-27 September 2019. The share subscription price of the stock options may be decreased in certain specific cases mentioned in the stock option terms and conditions. The Board of Directors also decided to grant in total 384,000 stock options to 60 individuals within the stock option series 2018B1 and 2018B2. The share subscription period is from 2 May 2022 until 31 May 2023.

Within the stock option program 2018, the total number of stock options granted is 760,000 to 70 individuals. Further information ›

Amount of stock options 2018 of President and CEO and other Management Group members (Pcs)

2018A1 and A2 (9/2018) 2018B1 and B2 (9/2019) 
President and CEO, Martola Hannu 40,000 40,000
Other Management Group members 84,000 96,000
Total 124,000 136,000

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