Administration of Remuneration
The Annual General Meeting decides on the fees of the Chairman and members of the Board of Directors and the auditor. The Board of Directors decides and approves the terms of the CEO’s employment relationship in a written contract.
The Board of Directors also decides on the remuneration principles of the senior management and approves the personnel’s incentive scheme annually.
Board of Directors
The General Meeting decides on the remu- neration paid to the Board of Directors and auditors. The Annual General Meeting resolved on 16 March 2016 to compensate the members of the Board with EUR 1,200 per month and EUR 500 per meeting.
According to share register maintained by Euroclear Finland Ltd, members of the Board held 15,000 shares of Solteq Corporation at December 31, 2016.
Chairman of the Board
The salary of the Chairman of the Board Mika Uotila was 16,000.00 euros in 2016. The Chairman of Board is not included in the bonus program of the company.
According to share register maintained by Euroclear Finland Ltd, Chairman of the Board Mika Uotila does not hold shares of Solteq Corporation at 31 December 2016.
The Board of Directors decides and approves the terms of the CEO’s employment relationship in a written contract.
The main terms of the company’s current CEO are as follows:
- The period of notice and the salary for the period is 3 months if the notice is given by the company, in addition to which the CEO is entitled to severance pay that equals 9 months’ salary.
The CEO’s and his substitute’s remuneration consists of salary in money, fringe benefits and of share and option based incentive scheme. In the financial year 2016 the CEO’s total salary including benefits, totalled 239,163.79 euros.
The remuneration of the senior management consists of a salary, fringe benefits, possible performance-based annual bonus and share incentive. The Board of Directors decides on the remuneration principles.
Share-based incentive scheme
Shares in executive team
On 15 July 2016 the Board of Directors of Solteq Plc decided to adopt a new stock option scheme and a share-based incentive scheme to tie to the key persons to work for development of the shareholder value and to commit key persons to the Company.
The maximum total number of stock options issued will be 1,000,000, and they entitle the holders to subscribe for a maximum of 1,000,000 of new shares
of the Company or existing shares held by the Company. The stock options are divided into three series: 333,000 under stock option 2016A, 333,000 under stock option 2016B, and 334,000 under stock option 2016C. The subscription period for shares under stock option 2016A will be 1 January 2017–31 December 2019, under stock option 2016B 1 January 2018–31 December 2019, and under stock option 2016C 1 January 2019–31 December 2019. The share subscription price will be 3.00 euro. If the company distributes dividends or equity, the subscription price of the shares subscribed for through the exercise of stock options will be reduced by the amount of the dividends or equity to be distributed. The Board of Directors decided on the stock option scheme by virtue of authorisation granted by the Annual General Meeting on 16 March 2016. The terms and conditions of the stock options are appended to this Stock Exchange Release and also available on the Company’s web pages.
The earnings periods of the sharebased incentive scheme will fall on the calendar years 2016–2018. Each key person in the scheme will be entitled to
an incentive corresponding to the total value of a maximum of 70,000 shares (including the share to be paid in cash), which means that the total scope of the scheme will correspond to the total value of a maximum of 210,000 shares of the Company. The incentive will be paid as a combination of shares and cash, half each. The incentive to be paid in cash will mainly be used to cover the taxes and other tax-like charges payable for the incentive. The shares may be either new shares or existing shares held by the Company
The Company’s Board of Directors has decided at the commencement of the scheme that the CEO and the CFO will be included in the scheme. The Board
of Directors may decide later on the acceptance of new key persons to the scheme. The share-based incentive will be paid by the end of March following the end each calendar year. If a key person’s employment relationship terminates before the payment date, no incentive will be paid. The shares received as rewards may not be transferred to third parties during the restriction period which will begin when the shares are transferred to the recipient and which will end on 1 April 2019 for all shares. The Company has the right to terminate the restriction period before its due date.
According to the share register maintained by Euroclear Finland Ltd, CEO Repe Harmanen did not directly hold shares in Solteq Corporation on 31 December, 2016. Harmanen holds 150,000 units of each option series (2016A, 2016B and 2016C).
CFO and the substitute CEO Antti Kärkkäinen does not hold shares in Solteq Corporation on 31 December, 2016 and holds 100,000 units of each option series (2016A, 2016B and 2016C).
Other members of the Executive team hold 22,042 shares in Solteq Plc. They did not hold the options.