Remuneration

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 in 2022

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.

 

Remuneration of the President & CEO in 2021 

The salary of the President & CEO consists of a monthly salary, standard fringe benefits and a short-term incentive bonus. 

The President & CEO’s fixed monthly salary is EUR 21,000, plus fringe benefits (such as car and mobile phone benefits) and holiday pay. 

Short-term incentives consist of an annual performance bonus, which was up to 30% of the annual salary for the CEO. Any performance bonus was based on the group’s EBITDA in line with the targets set by the Board of Directors. Short-term incentive programmes are valid for one year at a time. 

In 2021, the company had no share-based bonus systems or option programmes. 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 2021, please refer to the remuneration report. 

 

Remuneration of the rest of the Group Executive Team in 2021 

The remuneration of the other members of the Group Executive Team consisted of their monthly salary, standard fringe benefits and a short-term incentive bonus. 

The short-term incentive is an annual performance bonus, which in 2021 amounted to a maximum of 25% of annual salary for the other members of the Group Executive Team. The performance bonus was based on the achievement of financial targets set by the Board of Directors, such as 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. 

In 2021, the company had no share-based bonus systems or option programmes. The pension benefits of the President & CEO and other members of the Group Executive Team 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 2021 were EUR 1,485,149, in total, including EUR 53,741 in fringe benefits and EUR 120,000 in short-term incentive bonuses, as well as a benefit of EUR 5,278 from a share issued to employees.  

Remuneration Report 2021 (pdf)

Remuneration Policy (pdf)

Share-based incentive plans

The Board of Directors of Enersense International Plc approved on 28 February 2022 two new share-based incentive plans 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 rewards will be paid partly in Enersense International Plc shares and partly in cash. The cash proportions of the rewards are intended for covering taxes and tax-related expenses arising from the rewards to the participants. In general, no reward is paid if the participant’s employment or director contract terminates before the reward payment.

Performance Share Plan 2022–2025

The Performance Share Plan 2022–2025 consists of one performance period, covering the financial years 2022–2023.

In the plan, the target group is given an opportunity to earn Enersense International Plc shares based on performance. The potential rewards based on the plan will be paid in two equal instalments after the end of the performance period, in 2024 and 2025.

The rewards of the plan are based on the absolute total shareholder return of the company’s share (TSR) for the financial years 2022—2023, on the Group’s cumulative adjusted EBITDA in euro for the financial years 2022—2023 and on the share of renewable and zero emission energy of revenue. The rewards to be paid based on the plan correspond to the value of an approximate maximum total of 211 000 Enersense International Plc shares, also including the proportion to be paid in cash.

Approximately 40 persons, including the President and CEO and other members of the Group Executive Team, belong to the target group of the plan.

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 plan, 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.

Restricted Share Plan 2022–2024

The reward from the Restricted Share Plan 2022—2024 is based on a valid employment or director contract and on the continuity of the employment or service during a vesting period. The reward will be paid after the end of a 24–36-month vesting period. The plan is intended for selected key employees only.

The rewards to be allocated based on the Restricted Share Plan during the years 2022–2024 correspond to the value of a maximum total of 10 000 Enersense International Plc shares, also including the proportion to be paid in cash.