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 2021, resolved that an annual fixed remuneration of the members of the Board of Directors is paid as follows:

  • The Chairman is paid EUR 60,000 and
  • Members are each paid EUR 35,000

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 2021 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 2020 and 2019 (EUR)

2020 2019
Annual remuneration Meeting fees Total Annual remuneration Meeting fees Total
Hannu Syrjälä, Chairman 76,010 8,500 84,510 53,791 7,500 61,291
Heikki Allonen, Member 44,606 4,250 48,856 32,275 4,500 36,775
Carina Andersson, Member 44,606 6,500 51,106 23,375 4,000 27,375
Vera Backström, Member 44,606 4,000 48,606 32,275 4,250 36,525
Richard Ingram, Member 24,788 4,500 29,288 0 0 0
Pasi Koota,
Member
44,606 4,000 48,606 32,275 4,500 36,775
Henrik Roos, Member 34,394 6,000 40,394 32,275 6,500 38,775
Petri Niemi, Member * 9,717 1,000 10,717 32,275 4,250 36,525
Total 323,333 38,750 362,083 238,541 35,500 274,041

*Mr Niemi acted as member of the board until 16 April 2020.

Remuneration of the Board of Directors in shares in 2020 (pcs)

Hannu Syrjälä, Chairman 1,310
Heikki Allonen, Member 764
Carina Andersson, Member 764
Vera Backström, Member 764
Pasi Koota, Member 764
Total 4,366

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 2020 and 2019 (EUR)

2020 2019
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 39,759 0 329,139 289,380 129,667 0 419,047
Share of remuneration element 88% 12% 0% 100% 69% 31% 0% 100%
Voluntary pension contribution 9,080 9,129

There is no remuneration to be paid to the President and CEO during 2021 based on the 2020 outcome.

In 2020, 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
(2020A1, 2020A2)
40,000 18.88 2 May 2023 – 31 May 2024

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 in 2020 and 2019  (EUR)
(excluding the President and CEO)

2020 2019
Salaries and benefits 849,053 774,955
Performance-based incentives paid in cash 93,069 159,815
Total 942,122 934,770

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 A1 and A2
2018A1 and A2 2018B1 and B2 
President and CEO, Martola Hannu 40,000 40,000 40,000
Other Management Group members 102,000 84,000 96,000
Total 142,000 124,000 136,000

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

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

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 2020 (EUR)

  • 2018A1 and 2018A2: EUR 21.50
  • 2018B1 and 2018B2: EUR 20.28
  • 2020A1 and 2020A2: EUR 18.88

The Company’s share price was EUR 23.90 at 31 December 2020.

Terms and conditions of the stock options ›

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

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.