Remuneration statement
Fees and other financial benefits forthe members of the board of directors and the board committee
Principles and decision-making sequence
Aspo Plc’s Annual Shareholders’ Meeting determines the fees and other financial benefits of the members of the Board of Directors annually. The fees of the members of the Board of Directors are paid as monetary compensation. The members of the Board of Directors do not have any share-based bonus systems. Aspo Plc has an audit committee whose members were not paid a separate meeting fee in 2010.
The 2010 Annual Shareholders’ Meeting confirmed the Chairman of the Board’s monthly remuneration to be EUR 15,500 including fringe benefits. To the extent that the Chairman, during the present term of office, received salary or remuneration based on the previous CEO agreement, no remuneration was paid for the duties of the Chairman in 2010. The 2010 Annual Shareholders' Meeting resolved that the Vice Chairman be paid EUR 3,000 per month as remuneration and the other members of the Board of Directors EUR 2,000 per month. Those members of the Board of Directors who have a full-time job at a company belonging to the Aspo Group do not receive any remuneration.
The meeting fees for the Board of Directors and the Audit Committee, decided by the Annual Shareholders’ Meeting 2011:
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Chairman
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EUR 15,500 / month
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Board members do not receive any remuneration if they have a work or employment relationship with an Aspo Group company.
Remuneration paid to the members of the Board of Directors
Gustav Nyberg, Full-time Chairman of the Board
Fees in 2010: EUR 241,582. Gustav Nyberg was the CEO of Aspo Plc until December 31, 2008. In accordance with the CEO agreement, he received wages corresponding with his term as CEO until December 31, 2010.
He was elected as the Chairman of Aspo Plc's Board of Directors as of January 1, 2009. Gustav Nyberg has been a member of the Board of Directors since 2008.
Aspo Plc and Gustav Nyberg have signed an executive contract which defines the progress of the strategy process and participation in investor relations to be under his responsibility. The contract took effect on January 1, 2011. According to the executive contract, Gustav Nyberg’s position in the company is full-time Chairman of the Board.
The compensation paid to Gustav Nyberg on the basis of the executive contract does not exceed the total remuneration decided by the Annual Shareholders’ Meeting to be paid to the Chairman of the Board of Directors.
Gustav Nyberg is covered by Aspo Plc's payment-based additional pension arrangement. According to the additional pension insurance policy, the retirement age is 60 years and the pension is determined on the basis of the accumulated insurance savings at the time of retirement. In 2010, the cost of the group pension insurance policy was EUR 67,799 which is 28% of Nyberg’s annual income.
Matti Arteva, Vice-Chairman
Fees in 2010: EUR 36,000.
Esa Karppinen, Board Member
Fees in 2010: EUR 24,000.
Roberto Lencioni, Board Member
Fees in 2010: EUR 24,000
Kristina Pentti-von Walzel, Board Member
Fees in 2010: EUR 24,000
Risto Salo, Board Member
Fees in 2010: EUR 24,000.
The Board members of Aspo Plc received a total of EUR 373,582 in fees in 2010.
Rewarding the CEO and other management
Principles and decision-making sequence
The Aspo Plc management bonus scheme consists of the employees’ fixed monthly salary, a short-term bonus paid on the impact of their tasks on the company result, and long-term rewards including management pension benefits and a share-ownership plan.
Aspo Plc’s Board of Directors makes decisions on the salaries of the Group’s CEO and Group Executive Committee members, other financial benefits, and the basis of the bonus scheme and share-based incentive scheme.
Bonus scheme based on the company result
The maximum bonus of Aspo Plc’s CEO and the other management of the company may differ according to the impact of the employee’s task on the company result, up to a maximum sum equivalent to three to eight months of the employee’s salary. The maximum bonus of the CEO is a sum equivalent to eight months’ salary. The criteria used in the bonus scheme include Group-level result requirements and the development preconditions of the area for which the executive has responsibility. The fulfilling of the bonus scheme criteria is monitored annually. The payments paid according to the bonus system must be approved by Aspo Plc’s Board of Directors. Bonuses recognized annually are paid after the completion of the annual financial statements.
Share-ownership plan
In addition to the bonus scheme, Aspo Plc’s Board of Directors has decided on a share-based bonus system for the key personnel of Aspo Group. The plan’s earning period started on January 1, 2009, and will end on December 31, 2011. Participation in the plan and rewards require that the key employee obtains a number of Aspo Plc shares specified in advance by the Board of Directors. The potential gain is based on a continuation of the key employee’s employment relationship and Aspo Group’s cumulative Earnings per Share indicator (EPS) in 2009-2011. The potential gain will be paid partly in Aspo shares and partly in cash between January and March 2012.
In March 2010, a total of 43,130 treasury shares were issued to employees included in the 2006 share-ownership plan. The shares had a restriction on the right of disposal until October 1, 2010.
In October 2010, the Board of Aspo decided on a new share-ownership plan for the management of Aspo Group. The purpose of the plan is to enable considerable long-term ownership in Aspo for those involved in the plan. Aspo Management Oy, owned by those covered by the plan, acquired 114,523 Aspo shares from the participants at market price and Aspo also assigned 322,637 shares at market price to the company in a directed share issue. The plan is valid until the spring of 2014, when it will be dissolved in a manner to be decided upon later. The plan will be extended for one year at a time if Aspo's share price at the beginning of 2014, 2015, or 2016 is below the average price at which Aspo Management Oy acquired the Aspo shares it owns. There are restrictions on the right of disposal of the shares for the duration of the plan.
Aspo does not have a separate stock option plan.
Supplementary pensions
The full-time Chairman of the Aspo Plc’s Board of Directors, Aspo Plc’s CEO, and two other people have a payment-based group pension benefit. The retirement age is 60, and paying the insurance fees ends at that time. The pension ends when the person turns 70. The pension is determined by the accumulated insurance savings at the time of retirement. Retirement may be postponed until the person turns 70. In that case, the pension is determined by the accumulated insurance savings adjusted according to the value development of the investment objects.
Should the person’s employment end prior to the contractual retirement age due to permanent layoff by the employer due to production-related or financial reasons, the person is entitled to a paid-up policy, i.e., fee-exempted insurance policy corresponding to the insurance savings accumulated until the end of employment. The person is always entitled to a paid-up policy correponding to their own fee contributions.
Chief Executive Officer
The terms of the CEO’s employment relationship have been agreed in writing in the CEO agreement. Since January 1, 2009, the CEO of Aspo has been Aki Ojanen, eMBA.
In 2010 Aki Ojanen was paid EUR 455,893 in salary, bonuses and fringe benefits. The proportion of bonuses was EUR 88,440 and the proportion of fringe benefits EUR 19,680.
The period of notice applied in the employment relationship of the CEO is six months. If notice is given by the company, severance pay corresponding to 18 months’ salary will be paid in addition to the salary for the notice period.
The retirement age of the CEO is 60. The CEO has a payment-based pension plan in which the pension is determined based on the accumulated insurance saving at the time of retirement. The cost of the group pension insurance policy was EUR 55,951 which is 12% of Ojanen’s annual income.
The CEO received 5,000 Aspo shares in March 2010 based on the 2006 share ownership plan. The shares had a restriction on the right of disposal until October 1, 2010.
Group Executive Committee
In 2010, the Group Executive Committee (excluding the CEO) was paid a total of EUR 610 573 in salaries, bonuses and fringe benefits. The proportion of bonuses was EUR 85,381 and the proportion of fringe benefits EUR 32,140.