Taaleri - Remuneration

Remuneration policy

Starting from the 2020 financial period, the remuneration principles for Taaleri’s bodies, i.e. the Board of Directors and the CEO and Deputy CEO, have been defined in the Remuneration Policy, which was addressed for the first time in the Annual General Meeting 2020.

Remuneration Policy for Governing Bodies

Remuneration-related reporting

In accordance with the Corporate Governance Code, Taaleri composes a Remuneration Report for each financial period that will be presented annually to the Annual General Meeting; the report presents the paid and outstanding remuneration to the governing bodies for the previous financial period. The remuneration report was compiled for the first time for the 2020 financial period, and it was addressed at the Annual General Meeting 2021.

Taaleri’s remuneration statements, which have been prepared in accordance with the remuneration reporting section of the Finnish Corporate Governance Code issued in 2015 and in force until 31 December 2019, as well as the CRR 450 document for 2019, can be downloaded under the links below. The Remuneration statements include information on the remuneration paid to members of the Board of Directors, CEO and other members of the Executive Management Team.

The remuneration of members of the Board of Directors

The General Meeting on 10 April 2024 decided that the members of the Board of Directors be paid annual remuneration as follows:

Chairman of the Board EUR 6,000 per month
Deputy Chairman of the Board EUR 5,000 per month
Chairman of the Audit Committee EUR 5,000 per month
Member of the Board EUR 4,000 per month

The General Meeting decided that no meeting-specific fees are paid.

The annual remuneration will cover the entire term of office and Committee work.

The Annual General Meeting decided additionally that travel, and accommodation expenses of the members are paid against invoices when the meeting of the Board of Directors and the Committees takes place outside members’ domicile.

The remuneration of the Executive Management Team other than the CEO

The Board of Directors of Taaleri Plc decides on the remuneration of the members of the Executive Management Team based on the proposal made by the CEO and following the preparation of the Board's Remuneration Committee.

The total remuneration of the members of the Executive Management Team consists of fixed total monthly salary, phone benefit, fringe benefits and variable short-term and long-term remuneration.

In 2022, the members of the Executive Management Team other than the CEO were paid a total of 2,311,634 euros in salary and short-term remuneration (including fringe benefits), of which 540,352 euros were variable short-term remuneration.

The members of the Executive Management Team are included in the share-based incentive scheme for Taaleri Group's key personnel and the Employee Share Savings Plan for the Group's personnel, and in addition, the Head of Sales of Taaleri Plc is included in the matching share plan. In 2022, a total of 27,406 Taaleri Plc shares have been distributed to the members of the Executive Management Team other than the CEO within these programs.

The retirement age and the amount of the statutory pension for members of the Executive Management Team other than the CEO are determined according to the statutory earnings-related pension scheme. The members of the Executive Management Team do not have a supplementary pension scheme.

The notice period for the members of the Executive Management Team is a minimum of 3 months and a maximum of 6 months, and possible severance pays correspond to a maximum of six months' salary.

Forms of remuneration

Taaleri’s remuneration scheme is based on the General Principles of Remuneration Schemes confirmed by the Board of Directors of Taaleri Plc. The remuneration scheme is separately confirmed for each calendar year by Taaleri Plc’s Board of Directors. If, during the financial period, fundamental changes occur within Taaleri Group or its operating environment, the Board of Directors of Taaleri Plc may revise the remuneration scheme, even in the middle of the year. Taaleri has a Remuneration Committee, comprising members of Taaleri Plc’s Board of Directors, which assists the Board in remuneration-related decision making.

The aim of Taaleri Group’s remuneration schemes is to encourage and reward personnel for work that is in line with Taaleri’s valid strategy and for observing set rules, and to motivate them to make efforts for the success of Taaleri Group.

Fixed component

The fixed component of remuneration is set based on professional experience, job description and responsibility. The fixed component of remuneration must always be so big that non-payment of the variable component of remuneration is not unreasonable. A competitive fixed component of remuneration also ensures the required high level of expertise of personnel.

Variable component

The variable component of remuneration is based on the remuneration models specified in the bonus scheme descriptions. The variable component of remuneration is based on an overall assessment of the performance of the recipient of the remuneration and relevant business unit or company and on the overall result and result development of Taaleri Group and individual companies, taking into account financial and other factors and the personal performance of the recipient of the remuneration.

The overall assessment of the variable component of remuneration takes into account how the performance or result have been achieved in the long-term, as well as the risks known about at the time of assessment, capital expenditure and necessary solvency. The variable component of remuneration must not create a conflict of interest between the recipient of the remuneration and the customers of Taaleri Group. The variable component of remuneration takes into account qualitative criteria in addition to quantitative ones.

The variable components of remuneration, including any delayed share, are paid, or the right to them only arises, if they are sustainable taking into account the overall financial status of Taaleri Group and the business unit or company making the payment, and if they are justified based on the performance of Taaleri Group, the business unit or company making the payment and the employee in question. The criteria for reducing any remuneration based on risk or the conditions of reclaiming any remuneration are applied as specified in the bonus scheme.

Taaleri may decide not to pay any variable component of remuneration, in part or in full, or may decide to delay their payment, if payment might jeopardise the solvency of Taaleri Group or the business unit or company making the payment, or if it might lead to a detrimental or unreasonable end result from the perspective of Taaleri Group or the business unit or company making the payment. Taaleri may also decide not to pay variable components of remuneration, in part or in full, or decide to reclaim variable components of remuneration already paid, if the actions of the recipient of the remuneration give grounds for it.

Named persons are defined in the bonus scheme. If the total amount of the variable component of remuneration of a named person exceeds €50,000 in one calendar year, at least 40% of the total amount of the variable component of remuneration will be delayed for payment in equal instalments over the next three years. If the total amount of the variable component of remuneration earned by a named person exceeds €50,000 in one calendar year, it is paid half in cash and half in Taaleri Plc shares or, if regulation so permits, in other financial instruments linked to Taaleri Plc shares, in arrangements based on a contract or in other arrangements.

The variable component of remuneration paid to a recipient may not exceed 100% of the total amount of the recipient’s fixed component of remuneration, unless decided otherwise at the Annual General Meeting. The General Meeting has decided to raise the total amount of variable remuneration to 200%.

The variable component of remuneration of persons working in supervisory functions is not dependent on the result of the business unit or company that he/she is supervising. The Board of Directors of Taaleri Plc monitors the remuneration of persons working in supervisory functions.

Taaleri Plc’s Board of Directors approves the remuneration paid to those working in control functions and to senior management, and processes the risk adaptation process estimate for the entire Group before the payment of variable remuneration. The Executive Management Team of Taaleri Plc approves for payment the variable components of remuneration of other recipients.

Taaleri’s Compliance function annually evaluates the conformity to regulations of the bonus schemes and whether they have been observed. The Compliance function reports its observations to the Audit Committee and the Board of Directors of Taaleri Plc. If necessary, internal auditing also evaluates the conformity to regulations of the bonus schemes.

Incentive schemes

At the end of 2023, Taaleri had in force the CEO’s stock option plan, two share-based incentive schemes for the Group’s key personnel and an employee share savings plan.

Performance Share Plan 2021–2025
On June 17, 2021, Taaleri Plc's Board of Directors decided on a new share-based incentive scheme for the Group's key personnel. If a participant's employment or managerial contract expires before the reward is paid, the rewards of the plan will generally not be paid. The share-based incentive scheme for key personnel 2021–2025 has three earning periods: calendar years 2021–2023, 2022–2024 and 2023–2025. The Board of Directors decides on the scheme's earning criteria and the targets to be set at the beginning of each earning period.

The reward of the scheme in the earning period 2021–2023 is based on the total return per share (TSR) of Taaleri Plc. The target group of the scheme of the earning period 2021–2023 include approximately 10 key personnel, including some members of the Executive Management Team. Any reward earned for the earnings period 2021–2023 will be paid partly in company shares and partly in cash. The purpose of the cash contribution is to cover taxes and tax-like payments incurred by the key personnel from the remuneration. The gross rewards to be paid for the earning period 2021–2023 corresponds to a maximum total value of 185,000 Taaleri Plc shares, including the portion to be paid in cash. The potential reward will be paid approximately in March 2024.

On December 14, 2022, Taaleri Plc's Board of Directors decided on the launch of the earning period 2022–2024. The plans target group includes approximately 18 key employees, including some members of the Executive Management Team. The potential reward of the plan from the earning period 2022–2024 depends on the total shareholder return of the Taaleri Plc share. The maximum reward of the plan is 183,000 shares including the portion to be paid cash. The cash portion is intended to cover taxes and tax-related expenses arising from the reward to the participant. The potential reward will be paid approximately in April 2025.

On August 16, 2023, Taaleri Plc's Board of Directors decided on the launch of the earning period 2023–2026. The plans target group includes approximately 10 key employees, including some members of the Executive Management Team. The potential reward of the plan from the earning period 2023–2026 depends on the total shareholder return (TSR) of the Taaleri Plc share. The maximum reward of the plan is 140,000 shares including the portion to be paid cash. The cash portion is intended to cover taxes and tax-related expenses arising from the reward to the participant. The potential reward will be paid approximately in September 2026.

CEO's option plan
On April 6, 2022, Taaleri Plc's Board of Directors decided to launch a new stock option plan for the CEO of the company. The prerequisite for the receipt of stock options was that the CEO acquiries Taaleri Plc shares from the market worth of 400,000 euros in spring 2022. The maximum total number of stock options issued is 300,000 and they entitle the CEO to subscribe for a maximum total of 300,000 new shares in the company or existing shares held by the company. The stock options are issued gratuitously. Of the stock options, 100,000 are marked with the symbol 2022A, 100,000 are marked with the symbol 2022B and 100,000 are marked with the symbol 2022C.

Employee Share Savings Plan: Plan period 2022–2025
On May 6, 2022, Taaleri Plc's Board of Directors decided on a new share-based incentive for the employees of Taaleri Plc and its subsidiaries. The aim of the plan is to encourage employes to acquire and own Taaleri shares, and it is intended to align the interests of the shareholders and the employees as well as to increase employees' motivation and long-term commitment to the company. The Employee Share Savings Plan (ESSP) consists of plan periods that commence every second year. Taaleri's Board of Directors will decide on each plan period and its details separately. In the plan period 2022–2025, Taaleri Plc's employees have the opportunity to save a proportion of their salaries and invest those savings in Taaleri shares. The savings will be used for acquiring Taaleri shares quarterly after the publication dates of the respective interim reports. As a reward for commitment, the employees are granted with one gross matching share for each savings share acquired with their savings. If a participant's employment or managerial contract expires or if the participants sell their savings shares before the matching share reward is paid, the matching reward of the plan will generally not be paid. The gross matching reward is paid partly in company shares and partly in cash after the holding period, approximately in July 2025. The purpose of the cash contribution is to cover taxes and tax-like payments incurred by the personnel from the remuneration.

Matching Share Plan 2022
On November 4, 2022, Taaleri Plc's Board of Directors decided on the establishment of a new share-based incentive plan for the company's Head of Sales. The plan consists of one matching period starting on 4 November 2022 and ending on 31 December 2025. The prerequisite for receiving the matching reward is that the participant acquires company's shares in advance and that his employment with the company is valid until the reward payment. The achievement of the target set for the amount of assets under management by the company will affect the size of the reward multiplier. The reward value corresponds to the value of a maximum of 27,382 Taaleri Plc shares, including also the potential proportion to be paid in cash (gross reward), calculated on the basis of the current share price and assuming that the participant invests in the shares the maximum amount set by the Board of Directors and the company's target for the reward multiplier is achieved. The plan rewards will be paid partly in company shares and partly in cash, approximately in March 2026. The cash proportion is intended to cover taxes and tax-related expenses arising from the reward to the participant.

Matching Share Plan 2024
On January 24, 2024, Taaleri Plc's Board of Directors decided to establish a new share-based incentive plan for the company’s CFO. The aim of the new plan is to align the objectives of the shareholders and the CFO in order to increase the value of Taaleri in the long-term as well as to retain the CFO at the company and offer him a competitive reward plan that is based on investing and accumulating the company’s shares.

The plan consists of one matching period starting on 6 February 2024 and ending on 6 February 2027. In the plan, it is possible to earn matching shares from a matching period of three years. The prerequisite for receiving matching shares is that the participant acquires company’s shares within the limits announced by the Board of Directors in advance and that his employment with the company is valid until the reward payment. As a reward for the commitment, Taaleri grants the participant a gross reward of one matching share for every share committed to the plan.

The final number of matching shares depends on the number of shares acquired by the participant. The reward value corresponds to the value of a maximum of 21,391 Taaleri Plc shares, including also the potential proportion to be paid in cash, calculated on the basis of the current share price and assuming that the participant invests in the shares the maximum amount set by the Board of Directors. The plan rewards will be paid partly in company shares and partly in cash. The cash proportion is intended to cover taxes and social security contributions arising from the reward to the participant.