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Remuneration principles

 

Remuneration of Etteplan Oyj governing bodies is based on the Remuneration Policy that was presented to the Annual General Meeting held on April 2, 2020. The Remuneration Policy is applied until the Annual General Meeting in 2024, unless the Board of Directors decides to present it to the General Meeting earlier.

 

The principles guiding Etteplan’s remuneration are result-driven and performance-based remuneration, transparent and consistent remuneration principles and systems as well as competitive overall remuneration.

 

The remuneration of Etteplan’s personnel is strongly guided by the performance-based remuneration which is applied throughout the organization. This has led to a personnel remuneration practice that is aligned with the interests of the Company and its shareholders and helps to engage and motivate key persons to operate in accordance with the shared goals.

 

The same principles are observed in the remuneration practices of the CEO. However, variable remuneration components, i.e. an annual performance bonus and a long-term incentive plan reward, constitute a significant share of the CEO’s overall remuneration. This ensures maintaining a strong connection between the Company’s financial performance and CEO remuneration. The Board of Directors decides on the structure and details of variable remuneration components annually. The annual performance bonus and long-term incentive plan reward typically constitute approximately half of the CEO’s overall remuneration.

 

The General Meeting shall decide on the remuneration payable for Board and Committee work as well as the basis for its determination. The Nomination and Remuneration Committee has been assigned the duty of preparing the remuneration of the Board. The Board of Directors shall decide on the remuneration of the CEO as well as other compensation payable to him or her. The compensation principles for the Management Group are determined by the CEO in cooperation with the Board of Directors.

 

Etteplan Oyj's Remuneration Policy for Governing Bodies:
Etteplan_Remuneration_Policy_for_Governing_Bodies.pdf

 

Remuneration of the Board of Directors

 

Decisions on the remuneration of the Board of Directors are made annually by the Annual General Meeting. According to the resolution made by the Annual General Meeting held on April 6, 2022 the annual remuneration of the Chairman of the Board is EUR 72,000 and of a member of the Board EUR 36,000. The annual remuneration is paid in cash.

 

According to the resolution made by the Annual General Meeting held on April 6, 2022, the remuneration for the Chairmen of the Board of Directors as well the Audit and Nomination and Remuneration Committees is EUR 1,200 per meeting. The remuneration for each member of the Board of Directors as well as the Audit and Nomination and Remuneration Committees is EUR 600 per meeting. This attendance remuneration is paid for each meeting the Chairmen or members attend. Daily allowances and travel expenses are paid to the Board members according to the Company’s travel policy.

Remuneration of the Board of Directors

 

The annual remuneration of the Board of Directors is not paid partially in shares, share-based rights or in cash with an obligation to acquire Company shares. The members of the Board are not part of the Company’s long-term incentive plan and they have not received other financial benefits during the financial year of 2021. The members of the Board do not have an employment or service contract with the Company nor do they act as advisors for the Company.

 

Remuneration of the CEO

 

The CEO’s remuneration comprises a fixed annual salary (including car, phone and medical benefits) and variable remuneration components, i.e. an annual performance bonus and a long-term incentive plan reward. The proportion of the variable remuneration components was 27 per cent of the CEO’s overall remuneration in the financial year of 2021.

 

The term of notice for the CEO is six months. In the event of dismissal, the CEO is at the most entitled to receive compensation equivalent to 18 months’ salary which includes the salary for a six-month term of notice. In the financial year of 2021, no additional accrual basis pension insurance policy was paid for the CEO.

Remuneration of the CEO

 

Annual performance bonus

 

The annual performance bonus of the CEO consists of key targets based on the Group’s financial result and other financial and operative targets that are decided on annually by the Board of Directors. The maximum amount of annual performance bonus is 100 per cent of the annual salary. The annual performance bonus is always paid in the financial year following the earning period.

 

In the financial year of 2021 the CEO received an annual performance bonus of EUR 140,100. The performance bonus was accrued in the financial period of 2019. The performance bonus was 37 per cent out of the maximum amount. The performance bonus comprises in full the variable remuneration components in the financial year of 2021.

 

In the financial year of 2021 the structure of the annual performance bonus remained unchanged and the essential targets were updated. The possible bonus will be paid in the financial year of 2022.

 

Share-based incentive plan

 

The long-term remuneration of the CEO is based on a share-based incentive plan. The Board of Directors decides on the incentive plan in three year intervals, and it is based on the strategic development of the business operations of the Group, financial indicators and total shareholder return. In addition to remuneration, the objective of the program is to engage the CEO to the Company and align the interests of the CEO and shareholders. The potential reward of the plan will be paid in the financial year following the earning period.

 

The CEO belongs to a share-based incentive plan for the Group key personnel that was established by the Board of Directors on May 5, 2020. The plan includes one earning period comprising calendar years 2020-2022. The aim of the plan is to combine the objectives of the shareholders and the key personnel in order to increase the value of the Company, to commit the key personnel to the Company, and to offer them a competitive reward plan based on holding the Company shares. The earnings criteria of the plan are Etteplan Group´s revenue increase and the development of Total Shareholder Return (TSR). Approximately 25 people belong to the plan, including the CEO and other Management Group members. The potential reward will be paid after the end of the earning period in 2023 partly in the Company's shares and partly in cash. The proportion to be paid in cash is intended to cover taxes and tax-related costs arising from the reward to the key personnel.

 

The CEO belonged to share-based incentive plan established by the Board of Directors which was intended for key personnel and comprised the calendar years 2017-2019. The earnings criteria of the plan were Etteplan Group´s revenue increase and the development of Total Share-holder Return (TSR), and the plan included approximately 20 people. According to the decision of the Board of Directors the rewards paid on the basis of the plan corresponded to the value of an approximate maximum total of 260,000 Etteplan Oyj shares (including also the proportion to be paid in cash). The reward was paid in April 2020, and the CEO received according to the plan a total reward of EUR 321,512, constituting 20,901 Company shares and a cash reward intended to cover taxes and tax-related costs arising from the reward. The proportion of the share-based incentive plan reward was 71 per cent of the variable remuneration components in the financial period of 2020.

 

Remuneration of the Management Group

 

The remuneration of Management Group members comprises a fixed annual salary (including car, phone and medical benefits) and variable remuneration components, i.e. an annual performance bonus and a long-term incentive plan reward.

 

The term of notice for Management Group members is at least four months. In the event of dismissal, Management Group members are at the most entitled to receive compensation equivalent to 10 months’ salary which includes the salary for a four-month term of notice. In the financial year of 2021, no additional accrual basis pension insurance policy was paid for the Management Group members.

Remuneration of the Management Group

 

Annual performance bonus

 

The annual performance bonus of Management Group members consists of key targets based on the Group’s financial result and other financial and operative targets that are decided on annually by the CEO and the Board of Directors. The maximum amount of annual performance bonus is 33-100 per cent of the annual salary. The annual performance bonus is always paid in the financial period following the earning period.

In the financial year of 2021 Management Group members received an annual performance bonus of EUR 348,151 in total. The performance bonus was accrued in the financial period of 2020.

In the financial year of 2021 the structure of the annual performance bonus remained un-changed and the essential targets were updated. The possible bonus will be paid in the financial year of 2022.

 

Share-based incentive plan

 

The long-term remuneration of Management Group members is based on a share-based incentive plan. The Board of Directors decides on the incentive plan in three year intervals and it is based on the strategic development of the business operations of the Group, financial indicators and total shareholder return. In addition to remuneration, the objective of the program is to engage Management Group members to the Company and align the interests of Management Group members and shareholders. The potential reward of the plan will be paid in the financial year following the earning period.

 

Management Group members belong to a share-based incentive plan for the Group key personnel that was established by the Board of Directors on May 5, 2020. The plan includes one earning period comprising calendar years 2020-2022. The aim of the plan is to combine the objectives of the shareholders and the key personnel in order to increase the value of the Company, to commit the key personnel to the Company, and to offer them a competitive reward plan based on holding the Company shares. The earnings criteria of the plan are Etteplan Group´s revenue increase and the development of Total Shareholder Return (TSR). Approximately 25 people belong to the plan. The potential reward will be paid after the end of the earning period in 2023 partly in the Company's shares and partly in cash. The proportion to be paid in cash is intended to cover taxes and tax-related costs arising from the reward to the key personnel.

 

Management Group members belonged to share-based incentive plan established by the Board of Directors which was intended for key personnel and comprised the calendar years 2017-2019. The earnings criteria of the plan were Etteplan Group´s revenue increase and the development of Total Share-holder Return (TSR), and the plan included approximately 20 people. According to the decision of the Board of Directors the rewards paid on the basis of the plan corresponded to the value of an approximate maximum total of 260,000 Etteplan Oyj shares (including also the proportion to be paid in cash). The reward was paid in April 2020, and the Management Group members received according to the plan a total reward of EUR 598,338, constituting 37,273 Company shares and a cash reward intended to cover taxes and tax-related costs arising from the reward.

Remuneration report

A remuneration report is updated regularly.


Etteplan remuneration report 2021:
Etteplan remuneration report 2021

Etteplan remuneration report 2020:
Etteplan_remuneration_report_2020.pdf

Etteplan remuneration statement 2019:
Etteplan_remuneration_statement_2019.pdf

Etteplan remuneration statement 2018:
Etteplan_remuneration_statement_2018.pdf

Etteplan remuneration statement 2017:
Etteplan_remuneration_statement_2017.pdf

Etteplan remuneration statement 2016:
Etteplan_remuneration_statement_2016.pdf

Etteplan remuneration statement 2015:
Etteplan_remuneration_statement_2015.pdf

Etteplan remuneration statement 2014:
Etteplan_remuneration_statement_2014.pdf

Etteplan remuneration statement 2013:
Etteplan_remuneration_statement_2013.pdf

Etteplan remuneration statement 2012:
Etteplan_remuneration_statement_2012.pdf

Etteplan remuneration statement 2011:
Etteplan_remuneration_statement_2011.pdf

Etteplan remuneration statement 2010:
Etteplan_remuneration_statement_2010.pdf

Etteplan remuneration statement 2009:
Etteplan_remuneration_statement_2009.pdf

 

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Key financial data

5 year history

Back to Key financial data EUR 1,000, Financial period Jan 1 – Dec 31 2021 2020 2019 2018 2017 Revenue 300,111 259,702 263,292 236,477 214,768 Change in revenue, % 15.6 -1.4 11.3 10.1 16.8 Operating profit (EBITA) 30,139 26,172 25,964 22,555 17,387 % of revenue 10.0 10.1 9.9 9.5 8.1 Operating profit (EBIT) 25,754 22,380 22,819 20,184 15,484 % of revenue 8.6 8.6 8.7 8.5 7.2 Profit before taxes  24,867 21,080 21,924 19,396 14,745 % of revenue 8.3 8.1 8.3 8.2 6.9 Profit for the financial year 20,044 17,077 17,387 15,280 11,586 Return on equity, % 21.6 20.8 24.1 24.4 20.9 ROCE, % 16.0 16.0 19.9 21.3 17.8 Equity ratio, % 39.7 40.5 38.9 42.9 40.7 Gross investments 30,582 29,697 36,908 16,527 7,589 % of revenue 10.2 11.4 14.0 7.0 3.5 Net gearing, % 48.6 46.6 52.6 29.8 43.0 Personnel, average 3,480 3,320 3,305 2,995 2,711 Personnel at year end 3,629 3,267 3,447 3,055 2,802 Employee benefits expenses 197,596 177,301 172,520 156,183 144,965   Back to Key financial data Read more

Consolidated statement of comprehensive income

Back to Key financial data   EUR 1,000 Jan 1 - Dec 31, 2021   Jan 1 – Dec 31, 2020   Revenue 300,111   259,702   Other operating income 1,289   3,622   Materials and services -31,685   -23,317   Employee benefits expenses -197,596   -177,301   Other operating expenses -28,527   -22,300   Depreciation and amortization -17,839   -18,026   Operating profit (EBIT) 25,754 8,6% 22,380 8.6% Financial income 593   422   Financial expenses -1,480   -1,722   Profit before taxes 24,867   21,080   Income taxes -4,823   -4,003   Profit for the financial year 20,044   17,077   Other comprehensive income, that may be reclassified to profit or loss         Currency translation differences -589   1,415   Other comprehensive income, that will not be reclassified to profit or loss         Change in fair value of equity investments at fair value through other comprehensive income 32   -7   Other comprehensive income for the year, net of tax -557   1,409   Total comprehensive income for the year 19,487   18,486             Profit for the financial year attributable to         Equity holders of the parent company 20,044   17,077   Total comprehensive income attributable to         Equity holders of the parent company 19,487   18,486   Earnings per share calculated from the profit attributable to equity holders of the parent company         Basic earnings per share, EUR 0.80   0.69   Diluted earnings per share, EUR 0.80   0.69     The notes are an integral part of the Financial Statements.   Back to Key financial data Read more

Consolidated statement of financial position

Back to Key financial data   EUR 1,000  Dec 31, 2021 Dec 31, 2020 ASSETS     Non-current assets     Goodwill 92,380 83,685 Other intangible assets 28,807 26,011 Tangible assets 24,759 25,698 Investments at fair value through other comprehensive income 418 378 Other non-current receivables 54 54 Deferred tax assets 731 493 Non-current assets, total 147,150 136,320       Current assets     Inventory 376 336 Work in progress 26,810 17,764 Trade and other receivables 47,988 38,883 Current tax assets 273 208 Cash and cash equivalents 30,356 24,407 Current assets, total 105,803 81,598 TOTAL ASSETS 252,953 217,918       EQUITY AND LIABILITIES     Equity     Share capital 5,000 5,000 Share premium account 6,701 6,701 Unrestricted equity fund 22,037 20,101 Own shares -1,245 -124 Cumulative translation adjustment -3,473 -2,884 Other reserves 133 101 Retained earnings 69,761 58,178 Equity, total 98,914 87,074       Non-current liabilities     Deferred tax liabilities 7,408 6,502 Loans from financial institutions 30,350 12,900 Lease liabilities 8,777 8,608 Other non-current liabilities 827 27 Non-current liabilities, total 47,362 28,038       Current liabilities     Loans from financial institutions 25,453 27,583 Lease liabilities 13,894 15,883 Advances received 3,891 2,770 Trade and other payables 61,673 54,608 Current income tax liabilities 1,766 1,962 Current liabilities, total 106,677 102,806 Liabilities, total 154,039 130,844 TOTAL EQUITY AND LIABILITIES 252,953 217,918   The notes are an integral part of the financial statements.   Back to Key financial data Read more

Consolidated statement of cash flows

Back to Key financial data   EUR 1,000 Jan 1 - Dec 31, 2021 Jan 1 - Dec 31, 2020 OPERATING CASH FLOW     Cash receipts from customers 287,564 267,784 Operating expenses paid -253,056 -223,600 Operating cash flow before financial items and taxes 34,508 44,184       Interest and payment paid for financial expenses -1,289 -1,257 Interest received 80 79 Income taxes paid -6,205 -5,010 Operating cash flow (A) 27,093 37,997       INVESTING CASH FLOW     Purchase of tangible and intangible assets -2,157 -1,639 Acquisition of subsidiaries, net of cash acquired -14,255 -5,885 Proceeds from sale of tangible and intangible assets 17 30 Proceeds from repayment of loans 73 0 Investing cash flow (B) -16,321 -7,494       Cash flow after investments (A+B) 10,772 30,503       FINANCING CASH FLOW     Proceeds from directed share issue 1,936 0 Purchase of own shares -1,382 0 Issue of new current loans 6,941 11,698 Repayments of current loans -30,060 -12,217 Issue of new non-current loans 37,503 0 Repayments of non-current loans -6 -695 Payment of lease liabilities -11,478 -12,131 Dividend paid -8,461 -8,682 Financing cash flow (C) -5,007 -22,028       Variation in cash (A+B+C) increase (+) / decrease (-) 5,765 8,475       Assets at the beginning of the financial period 24,407 15,878 Exchange gains or losses on cash and cash equivalents 184 55 Assets at the end of the financial period 30,356 24,407   The notes are an integral part of the Financial Statements.   Back to Key financial data Read more

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