Corporate Governance

Remuneration

Remuneration policy

Starting from the 2020 financial period, the remuneration principle’s for Evli’s governing bodies, i.e. the Board of Directors and the CEO and Deputy CEO, are defined in the Remuneration Policy. The Remuneration Policy has been addressed for the first time in the Annual General Meeting 2020.

Remuneration Policy 2022

Remuneration-related reporting

The remuneration report has been drawn up in accordance with the Corporate Governance Code 2015. The report describes the remuneration of the company and the remuneration of senior management, in other words Board of Directors, CEO and members of the Executive Group. The remuneration report in accordance with the Corporate Governance Code 2020 has been compiled for the first time for the 2020 financial period, and it has been addressed at the Annual General Meeting 2021.

The Corporate Governance Codes can be viewed in full on the Securities Market Association website at www.cgfinland.fi/en.

Remuneration model in Evli Group

The objective of the Evli Group’s reward system is to support the implementation of the company’s strategy as well as promote its competitiveness and long-term financial success. A further aim is to contribute to a positive trend in Evli’s shareholder value, committing the company employees to the company’s objectives in the long run.

The remuneration model is made up of the following elements:

  1. Fixed salaries and bonuses
    A competitive fixed basic salary constitutes a solid foundation for maintaining and constantly developing basic functions.
  2. Varying remuneration
    To promote both Evli’s business growth objectives and the attainment of its strategic goals, the company has an annually adopted reward system based on annually varying salary elements. The remuneration model is tied to the company’s financial success, compliance with operating principles and guidelines, sustainability risks and solvency.
    a) Short-term remuneration: The purpose of the short-term remuneration is to support the company’s strategic development.
    b) Long-term incentive plans: The long-term incentive plans, decided by the Board of Directors, are in place to support the company’s strategic development and to commit the key persons to Evli’s operations.

Decision-Making Relating to Remuneration

The Compensation Committee, which is made up of members nominated from the Board of Directors, prepares a reward system in accordance with the targets set by the Board of Directors in which the criteria for determining the variable salary elements are determined. The Compensation Committee consists of at least two Board members and is chaired by an independent Board member. The Board reviews and adopts the reward system annually. The Board of Directors also decide on the long-term incentive systems and the issuing of options rights or share-based incentive systems.

The reward system must always comply with the valid legislation and guidelines issued by the authorities. The Compensation Committee monitors the functioning and results of the reward system. The Compensation Committee also monitors compliance with the reward system and the rewarding of the persons that are responsible for the company’s risk management and control functions. Evli’s internal audit function performs an annual audit of the reward system.

Evli Plc’s General Meeting will decide on the compensations payable to the Board members. The major shareholders of the company are responsible for preparing the proposal concerning the remuneration. Evli’s Board of Directors adopt the principles and elements of the remunerations for the CEO and Executive Group on an annual basis. To prepare the Board resolutions, the Board‘s Compensation Committee will draft the proposals related to remuneration. The CEO and Executive Group members are covered by the shared Evli Group reward system. All changes in the CEO’s salary and remuneration are subject to the Board’s approval.

Remuneration Principles in Evli Plc

Fixed salaries and bonuses

Evli’s fixed salaries play a significant role in remuneration. Evli seeks to offer a competitive level of salaries to keep its competent employees with the company. Fixed salaries rise either on the basis of increases based on the collective agreement or on the basis of a personal pay rise awarded by the employee’s supervisor. There are no significant separate fringe benefits in the Group.

Varying remuneration

The Group’s reward system covers its entire personnel. The objective of the reward system is to support the implementation of the company’s strategy and promote its competitiveness and long-term financial success. Remuneration payable in line with the reward system is linked to the financial success of the entire Group, compliance with the company’s operating principles and guidelines, and to ensuring solvency. When assessing individual and group performance, the model is built in a way that the sustainability risks are also taken into account and that does not encourage unhealthy risk-taking.

Under all circumstances, remuneration in line with the reward system is always subject to a Board resolution. Through a Board resolution, the company can decide, if appropriate, not to pay the variable remuneration element, either in part or in total. Moreover, the company always has the right to reclaim a paid variable remuneration element, should it later discover that the actions taken by the individual remunerated have jeopardized the financial position of the company, the individual has violated the regulations affecting the company or the company’s own operative principles and procedures, or has contributed to such an action through negligence.

The Evli Group’s reward system contains restrictions to ensure that the variable element of the remuneration is not paid out if the Group’s result does not show a favorable trend. The premise for bonus payments is a result that is sufficiently strong so that the company’s solvency is not jeopardized through variable remunerations. Under no circumstances can remuneration and bonuses exceed 25 percent of the company’s result before the profit distribution with employees. The reward system also contains restrictions to ensure that the variable element in the total remuneration does not grow excessively in relation to the fixed salary which would encourage risk-taking beyond the risk bearing capacity. In case of individuals, the share of the variable element must not exceed 100 percent of the total fixed salary element, unless the General Meeting decides otherwise. Nevertheless, the share of the variable element cannot exceed 200 percent of the total fixed salary of the individual in question.

To avoid conflicts of interest, the remuneration of persons in control functions does not depend on the financial success of the Group or any of its business units. The remuneration of those working in control functions will be tied to their individual performance and attainment of objectives. Allocating variable commissions to individuals considers both the level of work required and the individual’s performance. Both qualitative and quantitative indicators are used for assessing performance. The indicators are derived from Evli’s strategy and are taking into account also responsibility factors. The task of supervisors is to evaluate each individual’s performance at least once a year. Based on these, a performance-based reward per employee is calculated, which can be cut down if the model limits are compromised. The indicators and models are designed to account for long-term performance and compatibility of eventual bonuses with the company’s operations and related risks.

Under certain circumstances, the company will be obliged to postpone the payment of the variable remuneration element. In this case, the postponement will be three (3) years from the end of the respective earning period. The amount of the remuneration payable after the postponement depends on the company’s financial performance during the period of postponement, and it can also be zero. The company requires that employees do not take any personal action to protect themselves against risks related to the amount of their future variable remunerations or risks at the time of payment.

In addition to the above remuneration methods, the company may create separate long-term incentive plans that are part of variable remuneration. The aim with the share-based incentive plans is to support Evli’s strategy and align the objectives of the shareholders and the selected key employees to increase the value of Evli in the long-term. Moreover, the aim is to retain the selected key employees at the company and to offer them a competitive reward plan. 

The company has five share-based incentive program that are currently in effect: Share Program 2017, 2018, 2019 ja 2021 ja 2021-2025. Under the 2017 and 2018 programs, shares are issued gratuitously during the next three years in equal instalments to the members of the program, provided that the person is still employed by the company. After granting, there is still a three-year evaluation period during which the company has the right to recall the shares if there is a valid reason, such as resignation. Similarly, in the 2019 and 2021/1 schemes, shares are granted free of charge four years after the start of the scheme, provided that the individuals are still employed by the company. Under the 2021/2 share plan, members of the plan have the opportunity to earn shares for successful performance in accordance with the terms of the plan. The allocation of shares has been decided by the Board of Directors.

Evvli Bank Plc's Remuneration reports 2015-2021

Remuneration report 2021
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Remuneration report 2020
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Remuneration report 2019
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Board of Directors

Evli Bank Plc’s General Meeting will decide on the compensations payable to the Board members. The Annual General Meeting of March 12, 2019 made the following resolution on the compensation for attendance at meetings payable to the Chairman of the Board and other members:

  • Chairman of the board EUR 7,500 per month
  • Chairmen of the committees EUR 6,000 per month
  • Members EUR 5,000 per month.

The Board has established and appointed an Audit Committee and a Compensation Committee to prepare matters to be handled by the Board. In 2019, the total compensation paid to the Evli Group Board members amounted to EUR 399,000. This sum is made up of meeting participation fees related to the work carried out in the Board and its committees. In 2019, the Board members did not receive any shares or share-based rights as compensation for their work..

Presentation of the Board members

Members of the Board, EUR 2019
Henrik Andersin, Chairman of the Board 90,000
Fredrik Hacklin, member of the Board since March 12, 2019 45,000
Sari Helander, member of the Board since March 12, 2019 45,000
Robert Ingman 60,000
Johanna Lamminen, member of the Board until March 12, 2019 15,000
Mikael Lilius, Chairman of the Compensation Committee 72,000
Teuvo Salminen,Chairman of the Audit Committee 72,000
Yhteensä 399,000

 

CEO

The Board of Evli Group adopts the principles and elements of the remunerations for the CEO and Executive Group on an annual basis. All changes in the CEO’s salary and remuneration are subject to the Board’s approval.

Evli’s CEO in 2019 was Maunu Lehtimäki. The CEO was paid EUR 381,840 in salary and fringe benefits, performance bonuses amounting to EUR 49,000 and a supplementary pension of EUR 57,276, totaling EUR 488,116. In addition, the CEO subscribed to the 212,500 shares granted to him in the Option-program 2014. The total value of the subscription was EUR 1,810,500 based on the closing price on the subscription day. The CEO has no significant separate fringe benefits and is covered by the shared Evli Group reward system. The CEO was issued 40,000 stock options 2016 and 50,000 Evli shares as part of the share-based incentive plan established in 2019. The CEO is covered by a six-month period of notice binding to both parties. The CEO is entitled to receive a severance pay corresponding to the salary of 12 months if the CEO´s contract is terminated by the company.

CEO, EUR 2019
Salary and fringe benefits 381,840
Performance bonuses 49,000
Supplementary pension 57,276
Total 488,116
Execute of Option-program 1,810,500


Executive Group

The Board of Evli Group adopts the principles and elements of the remunerations for the Executive Group on an annual basis. In addition to the CEO, there were six members in the Executive Group in 2019.

Presentation of the members of the Executive Group.

In 2019 the company’s Executive Group members’ salaries and remunerations, including fringe benefits – the CEO salary and remunerations excluded – amounted to a total of EUR 1,219,712. The members of the Executive Group have no significant separate fringe benefits and are covered by the shared Evli Group reward system. The Executive Group members were issued 35,000 stock options 2016, 27,600 Evli shares as part of the share-based incentive plan established in 2017, 14,001 Evli shares as part of the share-based incentive plan established in 2018 and 140,000 Evli shares as part of the share-based incentive plan established in 2019. The pension liability of the Executive Group has been arranged through statutory pension insurance policies.

Members of the Executive Group, EUR* 2019
Salaries and fringe benefits 1,009,293
Performance bonuses 282,419
Total 1,219,712

*Excluding the CEO

Remuneration report 2019

Remuneration report 2018
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Board of Directors

Evli Bank Plc’s General Meeting will decide on the compensations payable to the Board members. The Annual General Meeting of March 12, 2018 made the following resolution on the compensation for attendance at meetings payable to the Chairman of the Board and other members:

  • Chairman of the board EUR 7,500 per month
  • Chairmen of the committees EUR 6,000 per month
  • Members EUR 5,000 per month.

The Board has established and appointed an Audit Committee and a Compensation Committee to prepare matters to be handled by the Board.In 2018, the total compensation paid to the Evli Group Board members amounted to EUR 366,167. This sum is made up of meeting participation fees related to the work carried out in the Board and its committees. In 2018, the Board members did not receive any shares or share-based rights as compensation for their work..

Presentation of the Board members

Members of the Board, EUR 2018
Henrik Andersin, Chairman of the Board 86,500
Robert Ingman 60,000
Teuvo Salminen, Chairman of the Audit Committee 72,000
Harri-Pekka Kaukonen,
Chairman of the Compensation Committee*
18,000
Johanna Lamminen 60,000
Mikael Lilius, Chairman of the Compensation Committee** 69,667
Yhteensä 366,167

*Until the Annual General Meeting of shareholders on March 12, 2018
**Starting March 12, 2018.

CEO

The Board of Evli Group adopts the principles and elements of the remunerations for the CEO and Executive Group on an annual basis. All changes in the CEO’s salary and remuneration are subject to the Board’s approval.

Evli’s CEO in 2018 was Maunu Lehtimäki. The CEO was paid EUR 381,840 in salary and fringe benefits as well as performance bonuses amounting to EUR 58,269, totaling EUR 440,109.

The CEO has no significant separate fringe benefits and is covered by the shared Evli Group reward system. The CEO was issued 42,500 stock options 2014 and 40,000 stock options 2016. The CEO is covered by a six-month period of notice binding to both parties. The CEO is entitled to receive a severance pay corresponding to the salary of 12 months if the CEO´s contract is terminated by the company.

CEO, EUR 2018
Salary and fringe benefits 381,840
Performance bonuses 58,269
Total 440,109


Executive Group

The Board of Evli Group adopts the principles and elements of the remunerations for the Executive Group on an annual basis. In addition to the CEO, there were six members in the Executive Group in 2018.

Presentation of the members of the Executive Group.

In 2018 the company’s Executive Group members’ salaries and remunerations, including fringe benefits – the CEO salary and remunerations excluded – amounted to a total of EUR 1,044,470. The members of the Executive Group have no significant separate fringe benefits and are covered by the shared Evli Group reward system. The Executive Group members were issued 35,000 stock options 2016, 9,200 Evli shares as part of the share-based incentive plan established in 2017 and 9,334 Evli shares as part of the share-based incentive plan established in 2018. The pension liability of the Executive Group has been arranged through statutory pension insurance policies.

Members of the Executive Group, EUR* 2018
Salaries and fringe benefits 787,890
Performance bonuses 256,580
Total 1,044,470

*Excluding the CEO

Remuneration report 2018

Remuneration report 2017
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Remuneration report 2016
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Remuneration report 2015
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Updated: April 2, 2022