Remuneration of the members of the Board of Directors
The Annual General Meeting decides annually on the remuneration payable to members of Oriola’s Board of Directors. The Shareholders’ Nomination Board prepares a proposal concerning the composition and the remuneration of the Board of Directors for the company’s Annual General Meeting.
As stated in Oriola’s Remuneration Policy, the Board of Directors’ remuneration consists of annual fees for Board membership and separate Board and Committee attendance fees. The Board of Directors’ compensation can be paid out in shares or cash or combination of those. The Board of Directors are not employees of Oriola and do not participate in any Oriola incentive schemes or pension arrangements.
Board remuneration in 2023 is presented in the Remuneration Report.
The Board of Directors reviews and decides annually on the remuneration and benefits of the President & CEO based on the proposal of the Compensation and Human Resources Committee.
According to Oriola’s Remuneration Policy, the main components of the President & CEO’s total remuneration are base salary and short- and long-term incentives. If targets are met, over half of the President & CEO’s total remuneration is based on variable remuneration, with more emphasis on the long-term incentive.
CEO remuneration in 2023 is presented in the Remuneration Report.
Short-term performance bonuses
The performance bonus is based on the achievement of the company’s financial targets and personal targets. The maximum performance bonus in 2023 for the President and CEO and for the Oriola Management Team was 60% of the annual salary. The Board of Directors decides annually on the earnings criteria and the determination of the performance bonuses based on the proposal of the Compensation and Human Resources Committee.
Share-based incentive programmes
The members of Oriola’s Oriola Management Team are part of the company’s long-term share incentive scheme. The scheme unites the objectives of shareholders and key personnel to increase the value of the company, commits the key personnel to the company, and offers key personnel a competitive remuneration system based on ownership of shares in the company.
The Board of Directors of Oriola Corporation decided on 20 May 2022 on the establishment of a new share-based long-term incentive plan for the company’s key employees, including the CEO and the Oriola Management Team. At the same time, the Board decided to terminate the previous long-term incentive plan for the years 2019-2023.
The new incentive plan comprises a Performance Share Plan (also “PSP”) and a share-based bridge plan to cover the transition phase to the new LTI structure (the “Bridge Plan”). In addition, the longterm incentive scheme comprises a Restricted Share Plan (also “RSP”) as a complementary long-term share-based retention plan for individually selected key employees in specific situations.
Read more about the short-term performance bonuses and the share-based incentive programmes in the Financial Review.