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Remuneration statement 

12 March, 2015

Remuneration Statement of Pöyry PLC (“Pöyry” or “company”) has been prepared pursuant to the Finnish Corporate Governance Code 2010 and its recommendation 47. The Corporate Governance Code is publicly available on the website of the Securities Market Association at www.cgfinland.fi.

Remuneration of the Board of Directors

The Annual General Meeting (“AGM”) decides about the remuneration to the members of the Board of Directors (“Board”) and the committees of the Board based on a proposal by the Nomination and Compensation Committee.

The AGM on 12 March, 2015 resolved that the annual fees of the members of the Board are as follows:

Annual fee in EUR

Chairman      65 000
Vice Chairman         55 000
Other Board members       45 000
Members of the Board committees 15 000

 

The AGM further resolved to compensate the members of the Board and the committees for their travelling expenses in accordance with the company's travel rules.

Based on the authorisation given by the AGM, the Board resolved to pay an additional fee of EUR 15 000 per annum to the foreign residents of the Board Alexis Fries, Michael Obermayer and Karen de Segundo, and an additional fee of EUR 5 000 per annum to the foreign residents of the committees Michael Obermayer and Karen de Segundo.

The members of the Board are not eligible for long-term or short-term incentive plans except Alexis Fries who, as President and CEO of Pöyry, is eligible for participation in the long term and short term incentive plans as in force at the time.

Fees paid to the members of the Board in 2014 and 2013 are set forth in the chart below.

Remuneration of the executive management

The guidance for salary, variable pay and other benefits of the members of the Group Executive Committee is decided by the Board based on a proposal by the Nomination and Compensation Committee.

The remuneration paid to the members of the Group Executive Committee comprises a total salary package, including fixed base salary, customary fringe benefits and pension according to local company practice.

The members of the Group Executive Committee are also eligible for short-term incentives and long-term incentives as in force at the time.

The total remuneration paid to the other members of the Group Executive Committee than the President and CEO in 2014 and 2013 are set forth in the chart below.

**) Salaries and bonuses include termination benefits in 2014.

The salaries, bonuses and benefits are reported on accrual basis. 

Short-term incentives

The annual guidance for performance bonuses for the key management is approved by the Board based on a proposal by the Nomination and Compensation Committee. Bonus schemes within the Pöyry Group are performance-based and part of the individual's total remuneration.

The members of the Group Executive Committee are eligible for an annual performance bonus with a maximum level of 60-100 per cent of their annual base salary. The mix of Group, business group and individual targets, and their threshold and maximum ranges, are defined annually based on the strategic targets approved by the Board. The payout may be zero if the threshold level is not achieved for any of the agreed targets.

Long-term incentives

Since 2008 the long-term incentive scheme in use for Pöyry executives is a performance share plan. The performance criteria for the plan and the share grants of the members of the Group Executive Committee are approved annually by the Board of Directors. The key principles of the performance share plan are found in Performance share plan.

The company's stock option programme 2004 is fully vested and the final subscription period ended 31 March 2012.

The shareholdings of the members of the Group Executive Committee are listed in Insider ownership

Pension plans

The members of the Group Executive Committee participate in local retirement programmes according to local market and company practice in the country where they reside. Additionally, Pöyry has subscribed supplementary defined contribution pension plans for the members of the Group Executive Committee.

Terms and conditions of the President and CEO

The salary, variable pay and other benefits of the President and CEO are decided by the Board of Directors based on a proposal by the Nomination and Compensation Committee. The service contract of the President and CEO Alexis Fries (born 1955, Swiss citizen, Diploma in Physics, Swiss Federal Institute of Technology, 1981) has been approved by the Board of Directors. Fries started as the President and CEO on 1 September, 2012.

The service contract is made for the time being, however to be automatically terminated at the end of year 2017 unless extension is mutually agreed. In addition the President and CEO and the Company may both terminate the contract at six (6) months’ notice. In case the company terminates the agreement without cause, as defined in the contract, the President and CEO will be paid the salary and benefits for the notice period and a compensated non-competition period of 6 to 12 months shall apply depending on the time of termination. The Swiss statutory retirement age applies to the President and CEO. The service contract terminates automatically at the end of the calendar month during which the President and CEO turns 65 years of age and retires.

The remuneration paid to the President and CEO comprises a total salary package, including fixed base salary, customary fringe benefits and statutory as well as voluntary pension contributions as described below.

The President and CEO is covered by the Swiss statutory pension plan and by supplementary defined contribution pension plan, which provides a retirement benefit based on the accrued savings amount according to the rules of the pension fund.

The President and CEO is eligible for an annual performance bonus, with a maximum level of 100 per cent of the annual base salary. The targets are defined annually by the Board of Directors. The payout may be zero if the threshold level is not achieved for any of the agreed targets. The President and CEO is also eligible for participation in the performance share plan. The share grants of the President and CEO are approved annually by the Board of Directors.

The shareholdings of the President and CEO are listed in Insider ownership. 

Remuneration paid to the President and CEO in 2014 and 2013 are set forth in the chart below.

*) The President and CEO’s service contract included a performance share plan, based on which Pöyry PLC’s shares were granted to him in 2013 and 2014. The company does not have any obligations relating to this plan anymore. The President and CEO is part of the performance share plan for key personnel.

The salaries, bonuses and benefits are reported on accrual basis.

 

© 2015 Pöyry PLC