• Key Figures
• Administration
  • Corporate Governance
    • Corporate Governance 2010-2011
    • Corporate Governance 2009-2010
    • Corporate Governance 2008-2009
    • Corporate Governance 2007-2008
    • Remuneration Statement
  • Board and CEO
  • Management
  • Auditors
  • Insiders
  • Internal Monitoring and Risk Management
  • Articles of Association
  • Shareholders' Meeting
• Releases
• Shares
• Financial Information
• Investor Relations
• Shareholders' Meeting
• Listing Prospectus 2012

REMUNERATION STATEMENT

(Finnish Corporate Governance Code 2010)

1.    Remuneration for the Board Members

The compensation for Board members is determined each year by the Annual General Meeting. The Board members have not received shares in the company as compensation. The company currently has no stock option plan.

The Annual General Meeting of December 12, 2011 decided to pay Board members the following attendance fees as annual compensation amounts: 26, 000 euros to chairman of the Board and 19,000 euros to each of the members.

The Annual General Meeting of December 14, 2010 decided to pay Board members the following attendance fees as annual compensation amounts: 26, 000 euros to chairman of the Board and 19,000 euros to each of the members.

In addition, Board members are entitled to a per diem and travel allowance in accordance with the Group’s general travel regulations. No attendance fees are paid persons employed by Vaahto Group for membership of a subsidiary’s board of directors.

Fees paid to Board members in the 2010–2011 financial year for Board duties:

Reijo Järvinen, chairman 14.12.2010 – 31.8.2011          23,667 euros

Seppo Jaatinen, chairman 1.9.2009 – 14.12.2010            8,667 euros

Rainer Häggblom                                                       19,000 euros

Topi Karppanen                                                         12,667 euros

Martti Unkuri                                                               6,333 euros

Antti Vaahto                                                              12,567 euros

Mikko Vaahto                                                            19,000 euros

1. Remuneration policy for the CEO and Group management

The CEO’s salary and other financial benefits are decided by the Board. Compensation for other members of the management team is decided upon by the CEO and the chairman of the Board.

Vaahto Group offers a compensation package for the management team of the Group. Management remuneration is based on an individual compensation package, which includes, besides the fixed salary, profit-based incentives. The CEO and the members of the management team are covered by the profit-based incentive schemes.

Bonuses of the CEO are tied to the achievement of the financial targets that are set by the Board of directors, according to the proposal of the chairman of the Board. The financial targets for the management team are set by the chairman of the Board according to the proposal of the CEO. Maximum management bonuses range between 20% and 50% of the person’s annual base salary.

The Group currently has no stock option plan.

No special conditions for retirement or pension benefits have been specified for the members of the Group’s management.

Salaries paid during the fiscal year 2010-2011 to the management of the Group don’t include variable items.

1. Remuneration of the CEO

According to the employment contract of acting CEO Ari Viinikkala, both the company and the acting CEO are entitled to to terminate the contract without any particular reason. In such case, the period of notice on either side is three months. If the company terminates the contract, the acting CEO will be paid a sum of money corresponding to the total salary of 12 months in addition to the salary paid during the period of notice.

Salaries and fees paid to the CEO for the 2010-2011 fiscal year:

Anssi Klinga  216,249 euros

Salaries paid for the fiscal year 2010-2011 to the CEO don’t include variable items.

1. Financial benefits of the chairman of the Board or the member of the Board according to the employment contract

Board member Antti Vaahto is employed by the company until September 30, 2010. Salaries paid during the fiscal year 2010-2011 for the Board members according to the employment contract:

Antti Vaahto  4,170 euros