The purpose of the Remuneration Policy is to set objectives, procedures and governance principles for the management of remuneration. The Remuneration Policy aims to ensure that no individual is involved in the decision-making process related to their own remuneration and that there is an appropriate oversight over any compensation decision.
Decision-making procedure concerning remuneration
Remuneration of the Board Members and Board Committee Members
The General Meeting of shareholders shall resolve upon the composition of the Board of Directors and the remuneration of the Board members and the committee members.
The remuneration of members of the Board and committees shall consist of annual fee. In addition, reasonable incurred direct expenses on required travelling and representation will be reimbursed.
Remuneration of the CEO and other Executives
Delete Group’s Remuneration Committee consisting of at least two (2) Board members shall prepare matters pertaining to the appointment and remuneration of the CEO and other executives as well as to the remuneration schemes of the personnel and remuneration principles to be observed by the company. The members of the Committee are appointed for a one-year term by the Board of Directors annually in the first Board meeting after the Annual General meeting. The composition of the Committee can be changed at any time by a decision of the Board of Directors. The CEO or other executives of the company shall not be appointed to the Remuneration Committee.
Delete Group Oyj’s Board of Directors shall resolve upon the appointment and remuneration of the CEO and other leading executives, based on the proposals prepared by the Remuneration Committee. The Board of Directors remains responsible for the duties assigned to the Remuneration Committee. The Remuneration Committee has no autonomous decision-making power, unless otherwise expressly stated in the Charter of the Remuneration Committee.
The duties of the Remuneration Committee include:
- preparation of matters pertaining to the appointment of the CEO and the other executives as well as the identification of their possible successors
- preparation of matters pertaining to the remuneration and other financial benefits of the CEO and other leading executives, including the salary raises of such executives
- matters pertaining to the remuneration schemes of the company and based on authorisation from the Board of Directors, the right to approve the incentive schemes and payment of incentives according to the schemes
- evaluation of the remuneration of the CEO and the other senior executives as well as ensuring that the remuneration schemes are appropriate
- planning of matters pertaining to the remuneration of other personnel and the development of them and the organisation
Remuneration of the Auditor
The General Meeting of Shareholders shall resolve upon the remuneration of the auditor. The Audit Committee monitors and evaluates the auditor’s performance.
Remuneration principles
The remuneration of the CEO and the other executives are moderate.
The remuneration aims at motivating the management to lead the company, improve performance and align the interest of the executives with those of the company and its shareholders. Remuneration is tied to the execution and implementation of Delete Group’s strategy and it consists of an appropriate mix of fixed and variable compensation.
Remuneration of the CEO
The remuneration of the CEO consists of:
- Fixed monthly base salary and fringe benefits
- Variable salary according to what is annually decided by the Board of Directors
- Voluntary pension and statutory pension
- Possible proceeds from the management share incentive scheme
Remuneration of other senior executives
The members of the Management Team are considered to be the Group’s senior executives. The remuneration consists of:
- Fixed monthly base salary and fringe benefits
- Variable salary according to what is annually decided by the Board of Directors
- Voluntary pension and statutory pension
- Possible proceeds from the management share incentive scheme
Share-based incentive schemes
On 29 August 2013, Delete Group launched a share-based incentive scheme for the management and key employees. The share-based incentive scheme aims at attracting, retaining and motivating the management and key employees to lead the company, improve performance and align the interest of the management and key employees with those of the company.