UPM.COM

Management remuneration

The remuneration of the President and CEO and other members of the Group Executive Team consists of the base salary and fringe benefits, performance-based short- and long-term incentives, and pension benefits. The Board of Directors resolves annually on the remuneration of the President and CEO and other Group Executive Team members based on the proposals by the Remuneration Committee. The Board of Directors also approves the terms and conditions of short- and long-term incentive schemes prepared by the Remuneration Committee. When preparing incentive schemes and annually commencing plans, the committee consults independent advisors.

 

The aim of the company’s management remuneration is to promote the company’s long-term financial success, competitiveness and favourable development of shareholder value. The remuneration comprises non-variable and variable components. The variable components are linked to predetermined and measurable performance and results criteria, and maximum levels have been set for the variable components of the remuneration.

Components of management remuneration

​Component ​Payable in ​Payable on the basis of ​Time of payment
Base salary Cash Service agreement / Executive contract ​Monthly
​Fringe benefits ​E.g. company car and phone Service agreement / Executive contract ​Monthly
​Short-term incentives ​Cash ​Short-Term Incentive Plan ​Annually
​Long-term incentives ​Shares ​Performance Share Plan ​Annually following a three-year earning period

Base salary and fringe benefits

The base salary is paid monthly in cash. The base salary includes fringe benefits such as company car and phone. In 2020, the base salary for the President and CEO Jussi Pesonen will amount to EUR 1,121,400.

Short- and long-term incentives

Short-term incentives are based on the company’s Short-Term Incentive Plan and they are paid annually in cash. The amount of the incentive is linked to the executive’s position and achievement of annually set targets.

Long-term incentives are based on the Performance Share Plan targeted at the Group Executive Team members and selected members of the management. The Performance Share Plan consists of annually commencing three-year plans, and the incentives are payable in company shares following a three-year earning period. The number of payable shares is linked to the executive’s position and achievement of set targets. Long-term incentives are also paid to other key employees of the group based on the Deferred Bonus Plan.

The company’s short- and long-term incentive plans are described in greater detail in the Remuneration Statement.

The Remuneration of the President and the CEO

The Remuneration Policy presents the framework and governance for the remuneration of the President and CEO. 

 

​Remuneration of the President and CEO in 2019

Salaries and benefits (EUR 1,000)​ 2019 ​2018
​Salary 1,096 1,094​
​Short-term incentives 1,426 1,416​
​Share rewards 3,025 2,966​
​Benefits 29 31​
​Total 5,576 ​5,507
 

Remuneration of the Group Executive Team in 2019

Salaries and benefits (EUR 1,000)​ 2019 ​2018
​Salaries 4,242 3,971​
​Short-term incentives 1,779 2,387​
​Share rewards 9,421 ​9,014
​Benefits 123 ​131
​Total 15,565 ​15,502

Information on the management remuneration prior to 2018 is available in the Remuneration Statements published by the company.

Pension benefits

The President and CEO has a voluntary pension benefit in addition to the Finnish statutory pension scheme (TyEL). The President and CEO’s voluntary pension benefit is arranged through a defined benefit plan. Under the defined benefit plan, the target pension is 60% of the average indexed earnings from the last 10 full calendar years of employment calculated according to the Finnish statutory pension scheme.

In 2019, costs under the Finnish statutory pension scheme for the President and CEO amounted to EUR 465,000 (2018: EUR 471,000). Payments under the voluntary pension plan amounted to EUR 1,459,000 (2018: EUR 923,000).

Other members of the Group Executive Team are covered by the statutory pension plan in the country of residence, supplemented by voluntary defined contribution pension plans. The retirement age is 63. Executives belonging to the Group Executive Team before 1 January 2010 have fully vested rights corresponding to 100% of the accumulated account. Executives who have become Group Executive Team members after 1 January 2010 are entitled to fully vested rights five years after becoming a member.

In 2019, costs under the Finnish and German statutory pension schemes for the Group Executive Team members (excluding the President and CEO) amounted to EUR 924,000 (2018: EUR 988,000). Payments under the voluntary pension plan amounted to EUR 947,000 (2018: EUR 880,000).

Salary for the notice period and other compensations

The President and CEO and other members of the Group Executive Team are entitled to compensation for the termination of their executive contract in accordance with the compensation provisions of each executive’s contract. Compensations payable under various circumstances are presented in the table below. 

 

Payments due to termination of executive contract

Basis of payment President and CEO​ Group Executive Team member​
​Salary for the notice period 12-month base salary ​6-month base salary
​Severance pay (notice given by the company) ​12-month base salary *
​Severance pay (notice given by the executive) ​–
​​Severance pay due to change of control (notice given by the executive) ​24-month base salary ​24-month base salary

* If the notice is given for reasons that are solely attributable to the executive, (s)he receives only the salary for the notice period.

 

If there is a change of control in the company, the President and CEO may terminate his executive contract within three months and other members of the Group Executive Team within one month from closing the takeover.

The President and CEO’s and other Group Executive Team members’ right to short- and long-term incentives in case their executive contract is terminated depends on the terms and conditions of the incentive schemes. As a general rule, the right to incentives requires a valid agreement or contract.