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)
|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|
|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|
*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|
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)
|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||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
|40,000||18.88||From 2 May 2022 until 31 May 2023|
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)
|Salaries and benefits||849,053||774,955|
|Performance-based incentives paid in cash||93,069||159,815|
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|
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.
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:
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:
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.