Remuneration

Enersense’s remuneration principles have been designed to attract, engage and motivate employees and to provide remuneration elements that are aligned with the interests of the shareholders and to drive the company’s long-term financial success and value creation. The purpose of Enersense’s remuneration system is to promote the company’s competitiveness and the achievement of its goals and strategy. Incentive schemes also aimed at rewarding good performance and supporting commitment to sustainable development.

In accordance with the Limited Liability Companies Act, the fees to be paid to the members of the company’s Board of Directors are determined by the shareholders at the Annual General Meeting. The Board of Directors decides on the remuneration of the President & CEO and other members of the Group Executive Team and on the grounds for their remuneration.

Remuneration of the Board of Directors 

At Enersense’s Annual General Meeting on 4 April 2022, it was decided that the following annual fees be paid to the members of the Board of Directors:

• EUR 40,000 for the Chairperson of the Board of Directors;
• EUR 30,000 for the Deputy Chairperson of the Board of Directors; and
• EUR 25,000 for all other members of the Board of Directors.

In addition, the following meeting fees be paid for each meeting of the Board of Directors and Board Committees:

• EUR 1,000 per meeting for the Chairperson of the Board of Directors and Chairpersons of the Board Committees; and
• EUR 500 per meeting for all other members of the Board of Directors and Board Committees.

Traveling expenses are compensated in accordance with the company’s policy on compensation of travel expenses in force at the time.

For more details on the remuneration of the Board of Directors in 2022, please refer to the remuneration report.

Remuneration of the President & CEO  

The remuneration of the President & CEO Jussi Holopainen consists of a monthly salary, standard fringe benefits, a short-term incentive bonus. He also participates in the share-based incentive plan.

The President & CEO’s fixed monthly salary is EUR 23,100 plus fringe benefits (such as car and mobile phone benefits) and holiday pay.

The short-term incentives consist of an annual performance bonus, which is up to 60% of the annual fixed salary for the CEO. Performance bonus for 2023 is based on the group’s adjusted EBITDA and group safety in line with the targets set by the Board of Directors. Performance bonus for 2023 includes a minimum trigger for Group’s adjusted EBITDA set by the Board of Directors. The short-term incentive programmes are valid for one year at a time.

The company has Performance Share Plans for 2022 – 2025 and 2023 – 2025 which the President & CEO participates in. The maximum opportunity is 90% of annual fixed salary. Further information on these plans, please refer to Share based incentive plans.

The pension benefits of the President & CEO are determined in accordance with the law and general practice. The retirement age of the President & CEO is determined in accordance with the statutory employment pension scheme. Enersense has not taken out supplementary pension insurance policies for the President & CEO.

The employment contract of Enersense’s President & CEO has a mutual notice period of six months. If Enersense terminates the employment contract, the President & CEO is entitled to a one-off compensation payment equalling their six months’ salary under certain conditions.

For more details on the remuneration of the President & CEO in 2022, please refer to the remuneration report.

Remuneration of the rest of the Group Executive Team

The remuneration of the other members of the Group Executive Team consists of their monthly salary, standard fringe benefits and a short-term incentive bonus. They also participate in the share-based incentive plan.

The short-term incentive is an annual performance bonus, which 2022 amounted to a maximum of 40-50% of annual salary for the other members of the Group Executive Team. The performance bonus is based on the achievement of financial targets set by the Board of Directors, such as adjusted EBITDA and occupational safety targets, either at Group level and/or at the level of the business unit concerned. Short-term incentive programmes are valid for one year at a time.

The company has a Performance Share Plans for 2022-2025 and 2023 – 2025 which the other members of the Group Executive Team participate in. The maximum opportunity is up to 50 – 60% of annual fixed salary. Further information on these plans, please refer to Share based incentive plans.

The pension benefits of other Group Executive Team members are determined in accordance with the law and general practice. The retirement age of the other members of the Group Executive Team is determined in accordance with the statutory employment pension scheme. Enersense has not taken out supplementary pension insurance policies for the other members of the Group Executive Team.

The employment contracts of the members of the Group Executive Team have a notice period of three to six months. It has also been agreed that if Enersense terminates the contract of Mikko Jaskari, CFO, he will be entitled to a one-off compensation payment equalling his four months’ salary.

The salaries and fees of the other members of the Group Executive Team in 2022 were EUR 1,241,398, in total, including EUR 38,741 in fringe benefits and EUR 111,500 in short-term incentive and other bonuses.

Remuneration Report 2022
Remuneration Policy

Share-based incentive plans

The company has the following ongoing share-based incentive plans approved by the Board of Directors of Enersense International Plc directed to the Group key employees. The aim is to align the objectives of the shareholders and key employees for increasing the value of the company in the long-term, to retain the key employees at the company and to offer them competitive incentive plans that are based on earning and accumulating the company’s shares.

The President and CEO of Enersense International Plc and the member of the Group Executive Team must own at least 50 per cent of the shares received as a net reward from the share-based incentive plans, until the value of the President and CEO’s shareholding in Enersense International Plc equals to his annual base salary of the preceding year, and until the value of other Group Executive Team member’s shareholding in Enersense International Plc equals to 50 per cent of their annual base salary of the preceding year. Such number of Enersense International Plc shares must be held as long as the membership in the Group Executive Team continues.

In general, no reward is paid if the participant’s employment or director contract terminates before the reward payment.