Board of Directors
The Annual General Meeting decides on the remuneration to the members of the Board for one term of office at a time.
Compensation in 2013 is based on the decisions of the Annual General Meeting held on April 2013.
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- The annual compensation of the Chairman is EUR 30 000 plus EUR 1 000 per meeting.
- The annual compensation of the other members is EUR 15 000 plus EUR 500 per meeting.
- 60% of the annual remuneration will be paid in cash and 40 % in company shares.
Members of the Board's Aspocomp shareholdings can be found in the company's public insider register.
The Annual General Meeting decides the remuneration of the auditor.
The Annual General Meeting 2013 re-elected PricewaterhouseCoopers Oy as the company's auditor, with Markku Katajisto as chief auditor, for the financial year.
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The incentive system for the management are decided by the Board. For stock and stock option based plans a decision of the Annual General Meeting is also required.
Annual profit sharing plan 2008-
Aspocomp has an annual profit sharing plan covering all employees. The plan pays cash bonuses based on pre-set targets on net sales, operating income and operating cash flow. Targets and criteria for bonus payment are yearly determined by the Board.
Share reward plan for key personnel 2012-2015
Aspocomp also has a share reward plan for its key personnel. The four-year plan consists of approximately 20 persons and covers fiscal years 2012-2015. Those included in the plan may, based on achieved targets, annually be rewarded with a maximum of 65,000 shares of Aspocomp Group Plc, corresponding to approximately 1.0 percent of the current total amount of outstanding shares. Out of such amount, a maximum of 10,000 shares may annually be granted to the company's CEO and a maximum of 5,000 to each of the members of the management team. The Board shall decide each year the plan's performance criteria according to which the possible share reward is determined. Shares received on the basis of the share reward plan shall be held at least 36 months calculated from their entry on the book-entry account of the recipient. Should a target person give notice during the commitment period, he or she is required to return the shares to the company.
Share ownership plan for the CEO and members of the management team 2012
Aspocomp's share reward plan offered the CEO and members of the management team a possibility to receive the company's shares on the condition that they simultaneously themselves acquire shares of the company. The share reward was non-recurring.
Receipt of the share reward was conditional upon the person acquiring shares of the company at the latest on 31 August 2012. The CEO had a possibility to acquire a maximum of 24,000 and the management team members a maximum of 8,000 shares that entitled to the share reward. Each such acquired share entitled the person to receive two (2) shares of the company without compensation. The person acquiring shares of the company is responsible for the income tax consequences of the granted shares.
Shares received on the basis of the share ownership plan shall be held at least 36 months calculated from their entry on the book-entry account of the recipient. Should the employment or service relationship of a person with a group company end during such commitment period, he is, according to the main rule, required to return the shares to the company without compensation.
In the share issue 58,016 new shares was issued without consideration to the CEO and members of the management team holding shares in the company according to the terms and conditions of the share ownership plan. The shares were registered with the Trade Register and registered in the book-entry accounts of the recipients on September 6, 2012 and started trading on the Nasdaq OMX Helsinki on September 7, 2012. The cost of this arrangement for year 2012 was approximately EUR 23.000 which was stated in company's personnel costs.
President and CEO
The Board of Directors decides on the remuneration, benefits and other terms of employment of the President and CEO.
Based on the Contract of Service, the monthly compensation of the President and CEO in 2012 is EUR 15 000. Taxation value of fringe benefits is 945 euro/month. CEO does not have any stock option or special retirement arrangements.
If the contract is terminated either by the CEO or by the company, the notice period is 3 months. In addition, 4 months severance pay may be paid.
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CEO's Aspocomp shareholding can be found in the company's public insider register.
Salaries, bonuses and other benefits of CEO's direct subordinates are approved and confirmed by the Board of Diretors.