Remuneration
According to the Finnish Companies Act, the Annual General Meeting of Shareholders decides on the fees payable to the members of Administer’s Board of Directors.
The Annual General Meeting decided on 16 May 2023 that the annual remuneration of the Chair and members of the Board of Directors shall remain unchanged and therefore the Chair of the Board shall be paid an annual remuneration of EUR 50,000 and other members of the Board shall each be paid an annual remuneration of EUR 25,000. Additionally, should the Board of Directors elect a Deputy Chair, the Deputy Chair’s annual remuneration shall be EUR 35,000. If a Board member resigns during his/her term of office, the remuneration will be paid in proportion to the term of office actually taken place.
The committee members shall be paid EUR 500 per meeting. Board members’ and committee members’ travel expenses shall be reimbursed in accordance with the Company’s travel policy.
The table below sets forth the salaries and fees paid to the CEO and the management team of the group and the members of the company’s Board of Directors for the financial periods 2022, 2021, 2020, 2019 and 2018.
| (TEUR)(Unaudited) | 2022 1.1.-31.12 | 2021 1.1.–31.12. | 2020 1.1.–31.12. | 2019 1.1.–31.12. | 2018 1.1.–31.12. |
| CEO | 218,0 | 208,0 | 207,7 | 187,2 | 206,6 |
| Other members of the Management Team | 901,2 | 727,6 | 622,7 | 534,5 | 358,51) |
| Board of Directors | 160,9 | 61,0 | 56 | 56 | 47 |
| Total | 1280,1 | 996,6 | 886,4 | 777,7 | 612,1 |
| 1) The Group did not have a Management Team in 2018, and due to this, the table includes the figure for the Company’s Management Team. |
No loans, guarantees or other contingencies have been granted to the CEOs or members of the Boards of Directors of the group companies. The CEOs of the group companies are covered by TyEL or YEL. No other pension commitments have been made in connection with the CEOs or members of the Boards of directors or previous members of the governing bodies. [Furthermore, the employment or service agreements entered into by Administer with the members of the management do not include severance benefits when they terminate.]
Incentive plans
Administer Plc’s Board of Directors has decided to establish a new share-based long-term incentive plan for the Group’s key personnel. The aim of the new plan is to align the objectives of the company, its shareholders and key employees and thereby to increase the company’s value in the long term, to commit the key employees to the company and to offer them a competitive incentive plan that is based on earning and accumulating the company’s shares as well as the increase in share value.
The share-based incentive plan for 2024–2028 consists of three (3) three-year (3) earning periods: the calendar years 2024–2026, 2025–2027 and 2026–2028.
As part of the plan, each participant can earn Administer Plc’s shares based on the fulfilment of the earning criteria. The Board of Directors will decide on the earning criteria and the targets set for each earning criterion at the beginning of each earning period. The possible rewards under the incentive plan will be paid after the end of each earning period.
In the 2024–2026 earning period, the earning of rewards will be based on the following earning criteria:
- The company’s EBITDA (60%) in 2024–2026
- The company’s net sales (40%) in 2024–2026
The gross rewards payable under the 2024–2026 earning period correspond to the value of an approximate maximum total of 306,061 Administer Plc shares, including the portion to be paid in cash. In the 2024–2026 earning period, the target group of the share-based incentive plan comprises key employees determined by the Board of Directors, including the Group’s CEO and Management Team.
The rewards from the share-based incentive plan will be paid partly in Administer Plc’s shares and partly in cash. The cash portion is intended for covering taxes and tax-related costs arising from the reward to the participant. In general, no reward will be paid if a participant’s employment or service in the Group ends during the earning period.
A member of the Management Team is obligated to hold at least 25% of the net shares received under the new plan until the total value of their shareholding in the company corresponds to 35% of the value of their annual salary. This shareholding must be retained as long as the participant is a member of the Management Team.