Remuneration of the Board of Directors
Pursuant to the Companies Act, the General Meeting decides upon the remuneration paid to the members of the Board of Directors and the basis for it.
The Annual General Meeting held on 28 April 2022 resolved that the remuneration payable to the members of the Board of Directors shall be EUR 20,000 annually for each member of the Board, except for the Chairman of the Board, who shall be paid EUR 50,000 annually, and the possible Vice Chairman of the Board, who shall be paid EUR 45,000 annually. In addition, the Chairman of the Audit Committee shall be paid a fixed annual remuneration of EUR 10,000 and each member of the Audit Committee EUR 5,000. In case the Chairman of the Audit Committee acts as the Chairman or as the Vice Chairman of the Board of Directors, no remuneration related to the committee work shall be paid. The Chairman of the Remuneration Committee shall be paid a fixed annual remuneration of EUR 5,000 and each member of the Remuneration Committee EUR 2,500. In case the Chairman of the Remuneration Committee acts as the Chairman or as the Vice Chairman of the Board of Directors, no remuneration related to the committee work shall be paid.
In addition, the meeting fees payable to all the other members of the Board of Directors, except for the Chairman of the Board, shall be EUR 1,000 per each meeting. When a member participates in a meeting via remote connection, the meeting fee shall be EUR 750. Travel expenses will be reimbursed in accordance with the Company’s travel policy and the official decision of the Finnish Tax Administration on tax-exempt allowances.
Remuneration of the members of the Management Team and the CEO
The Board of Directors decides upon the remuneration the CEO and the Management Team and the basis of it. The remuneration of the members of the Management Team and the CEO consists of fixed monthly salary, customary benefits in kind and incentives, as in force from time to time. In addition, the CEO has a housing benefit.
Incentive schemes and restrictions on disposal of shares
Lamor’s Board of Directors has decided to establish new share-based incentive plans for the key personnel of Lamor.
The objective of the plans is to align the interests of the key personnel and Lamor’s shareholders and to steer them toward achieving the company’s strategic objectives and strengthen the financial performance to increase the company value in the long term as well as to retain the key personnel and to offer them with competitive performance-based compensation.
The rewards from the plans will primarily be paid partly in Lamor shares and partly in cash. The cash proportions of the rewards are intended for covering taxes and statutory social security contributions arising from the rewards to the participants. The Board of Directors decides at the reward payment whether the share proportion will be paid by using existing treasury shares or new Lamor shares to be issued. In general, no reward is paid if the participant’s employment or director contract terminates before the reward payment.
Performance Share Plan for Key Personnel
In the Performance Share Plan, the key individuals are given an opportunity to earn Lamor’s shares based on achievement of performance targets set by the Board of Directors. The Performance Share Plan comprises three plan periods, covering the financial years 2022–2024, 2023–2025, and 2024–2026. The potential rewards will be paid within four months after the end of each plan period. The potential rewards will be capped at a share price set by the Board of Directors for each plan period.
During the plan period 2022–2024, the performance criterion is adjusted earnings per share (adjusted EPS) from the financial year 2022.
The Board of Directors has approved six (6) key individuals, including Management Team members and the CEO, as eligible for participating in the plan period 2022–2024. The gross rewards to be paid on the basis of the plan period 2022–2024 correspond to the value of approximate maximum total of 110,000 Lamor shares calculated with the closing price of the share in Nasdaq Helsinki Ltd. on the day preceding the decision made by the Board of Directors.
Each Lamor Management Team member is obliged to hold 50 per cent of the received reward shares, until the total value of the member´s shareholding in Lamor equals to 50 per cent of the member´s annual base salary of the calendar year preceding the reward payment. Respectively, the CEO is obliged to hold 50 per cent of the received reward shares, until the total value of the CEO´s shareholding in Lamor equals to 100 per cent of the CEO´s annual base salary of the calendar year preceding the reward payment. Such number of Lamor shares must be held as long as the membership in the Management Team or the position as a CEO continues and also for the following 12 months thereafter.
Long-term Incentive Plan for the CEO
Long-term Incentive Plan for the CEO is a one-time plan covering the financial years 2022–2028. In the plan, the CEO is given an opportunity to earn Lamor shares as a reward based on the increase of Lamor’s market value.
The reward payment is dependent on exceeding and maintaining the market value thresholds of EUR 200 million, EUR 300 million, EUR 400 million and EUR 500 million set by the Board. The gross rewards to be paid for the CEO on the basis of the plan correspond to the value of maximum total of 550,000 Lamor shares, including also the cash proportion.
The potential rewards will be paid in two or several instalments during the financial years 2024–2029 after each of the set targets have been reached.The rewards paid for each market value threshold will be paid in two instalments: 50 percent of the reward is paid after the market value threshold has been achieved and the remaining 50 percent is paid only if the company’s market value is on the required level at the end of the respective reward payment year or at the end of any following year end during the plan.
The CEO is obliged to hold 50 per cent of the received reward shares as long as the position as a CEO continues and also for the following 12 months thereafter.
Lamor Remuneration Policy
Lamor Remuneration Report 2021
Lamor’s Remuneration Report 2021, PDF (0,9 MB)