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Principles applied to remuneration schemes

 

The goal of remuneration schemes is to promote competitiveness and long-term financial success of the Company and to contribute to the favourable development of shareholder value. Remuneration schemes are based on predetermined and measurable performance and result criteria.

The task of the Board’s Nomination and Remuneration Committee is to assist the Board of Directors in matters related to the remuneration of the Company's CEO and other executives and to prepare matters related to the reward schemes for employees.

 

Decision-making process

 

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.

 

Remuneration of the Board of Directors

 

According to the resolution passed by the Annual General Meeting held in April 2019, the remuneration for each member of the Board of Directors is 600 euros per meeting and for the Chairman of the Board of Directors 1,200 euros per meeting. In addition, each member of the Board receives 36,000 euros per year and the Chairman of the Board of Directors 72,000 euros per year. Daily allowances and travel expenses are paid to the Board members according to the Company’s travel policy.

According to the resolution passed by the Annual General Meeting held in April 2019, the remuneration for each member of the Nomination and Remuneration Committee is 600 euros per meeting and for the Chairman of the Nomination and Remuneration Committee 1,200 euros per meeting. In addition, daily allowances and travel expenses are paid for the meetings to the committee members according to the Company’s travel policy.

Remuneration for Board and Committee work is not paid in the form of Company shares and the Board members are not in the target group of Company’s share based incentive plan.

 

Remuneration of the CEO

 

The CEO’s compensation consists of a basic salary and a yearly bonus decided annually by the Board on the basis of the Group’s financial result and other key targets. The maximum amount of yearly bonus is 100 per cent of the annual salary. In addition, the CEO has car and phone benefits. Statutory retirement age applies to the CEO. 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 2018 President and CEO Juha Näkki’s basic salary was EUR 293,974.80. In 2018, his car, phone and medical expenses insurance benefits totalled to EUR 21,759.15. EUR 179,849.80 of performance based bonus accrued from year 2017 was paid to the President and CEO in 2018. 

The President and CEO is included in the share-based incentive plan for the Group's key personnel. The incentive plan includes one three year earning period comprising calendat years 2017-2019. The potential nonrecurring reward of the incentive plan will be paid after the earning period in 2020.

In 2018, no additional accrual basis pension insurance policy was paid for the President and CEO Juha Näkki.

 

Remuneration of other executives

 

The system of compensation for the members of the Management Group includes a basic salary and a performance based bonus. The principles for performance based bonus are decided annually. The maximum of the yearly bonus is 33-100 percent of the recipient’s annual salary depending on the member’s duties. No separate agreement has been made regarding early retirement for the members of the Management Group. The term of notice for a Management Group member is at least 4 months. In the event of dismissal, a Management Group member is at the most entitled to receive compensation equivalent to 10 months’ salary which includes the salary for a four-month term of notice.

In 2018 the Management Group members received a total of EUR 1,100,959.65 in basic salary. Car, phone and medical expenses insurance benefits in 2018 totalled to EUR 41,722.71. A total of EUR 553,218.69 of performance based bonus accrued from year 2017 was paid to Management Group members in 2018.

 

Share-based incentive plan

 

The Board of Directors of Etteplan Oyj decided on May 31, 2017, to establish a new share-based incentive plan for the Group’s key personnel. The incentive plan includes one earning period, comprising the calendar years 2017-2019. The earnings criteria are Etteplan Group’s revenue increase and the development of Total Shareholder Return (TSR). The potential reward will be paid 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. Approximately 20 people belong to the target group of the incentive plan. The rewards to be paid on the basis of the plan will correspond to the value of an approximate maximum total of 260,000 Etteplan Oyj shares (including also the proportion to be paid in cash). The shares to be paid out as potential rewards will be transferred from the shares held by the Company or shares acquired from the market, and therefore the incentive plan will have no diluting effect on the value of the share. The potential nonrecurring reward of the incentive plan will be paid after the earning period in 2020.

During the 2018 financial period no nonrecurring rewards from share'based incentive plans were paid for either the Company's President and CEP or key personnel.

Remuneration statement

A remuneration statement is updated regularly.

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 2018 IFRS 2017 IFRS 2016 IFRS 2015 IFRS 2014 IFRS Revenue 236,477 214,768 183,938 141,143 131,916 Change in revenue, % 10.1 16.8 30.3 7.0 -1.9 Operating profit (EBITA) 22,555 17,387 12,070 9,540 8,933 % of revenue 9.5 8.1 6.6 6.8 6.8 Operating profit (EBIT) 20,184 15,484 10,131 8,594 7,856 % of revenue 8.5 7.2 5.5 6.1 6.0 Profit before taxes and non-controlling interest 19,396 14,745 9,441 7,933 7,168 % of revenue 8.2 6.9 5.1 5.6 5.4 Profit for the financial year 15,280 11,586 7,604 6,189 6,147 Return on equity, % 24.4 20.9 17.4 19.5 22.7 ROCE, % 21.3 17.8 14.8 17.4 17.8 Equity ratio, % 42.9 40.7 40.0 37.8 39.5 Gross investments 16,527 7,589 30,186 9,867 3,565 % of revenue 7.0 3.5 16.4 7.0 2.7 Net gearing, % 29.8 43.0 55.9 41.6 56.5 Personnel, average 2,995 2,711 2,407 1,948 1,813 Personnel at year end 3,055 2,802 2,545 2,074 1,859 Wages and salaries 156,183 144,965 129,172 101,452 94,367   Back to Key financial data Läs mer

Consolidated statement of comprehensive income

Back to Key financial data   EUR 1,000 Note Jan 1 – Dec 31, 2018   Jan 1 – Dec 31, 2017   Revenue 7 236,477   214,768   Other operating income 8 1,172   446   Materials and services 10 -21,822   -20,429   Staff costs 11 -156,183   -144,965   Other operating expenses 12 -33,667   -29,021   Depreciation and amortization 19,20 -5,792   -5,315   Operating profit (EBIT)   20,184 8.5% 15,484 7.2% Financial income 14 791   538   Financial expenses 15 -1,580   -1,277   Profit before taxes   19,396   14,745   Income taxes 17 -4,116   -3,160   Profit for the financial year   15,280   11,586   Other comprehensive income, that may be reclassified to profit or loss           Currency translation differences   -1,200   -727   Other comprehensive income, that will not be reclassified to profit or loss           Change in fair value of investments available-for-sale   0   9   Change in fair value of equity investments at fair value through other comprehensive income   3   0   Other comprehensive income for the year, net of tax 17 -1,197   -718   Total comprehensive income for the year   14,083   10,868               Profit for the financial year attributable to           Equity holders of the parent company   15,280   11,470   Non-controlling interest   0   115       15,280   11,586   Total comprehensive income attributable to           Equity holders of the parent company   14,083   10,759   Non-controlling interest   0   108       14,083   10,868   Earnings per share calculated from the profit attributable to equity holders of the parent company           Basic earnings per share, EUR 18 0.62   0.47   Diluted earnings per share, EUR 18 0.62   0.47     The notes are an integral part of the financial statements.   Back to Key financial data Läs mer

Consolidated statement of financial position

Back to Key financial data   EUR 1,000  Note Dec 31, 2018 Dec 31, 2017 ASSETS       Non-current assets       Goodwill 22 65,165 59,014 Other intangible assets 19 20,856 17,875 Tangible assets 20 4,065 3,524 Investments available-for-sale 21 0 691 Investments at fair value through other comprehensive income 21 695 0 Other non-current receivables   54 88 Deferred tax assets 31 161 79 Non-current assets, total   90,995 81,270         Current assets       Inventory 23 362 250 Work in progress 7 20,503 19,246 Trade and other receivables 24 32,367 33,260 Current tax assets   223 326 Cash and cash equivalents   16,115 10,074 Current assets, total   69,569 63,157 TOTAL ASSETS   160,564 144,427         EQUITY AND LIABILITIES       Equity       Share capital 25 5,000 5,000 Share premium account 25 6,701 6,701 Unrestricted equity fund 25 20,101 18,524 Own shares 25 -452 -80 Cumulative translation adjustment 25 -3,901 -2,701 Other reserves 25 231 228 Retained earnings 25 24,567 18,780 Profit for the financial year 25 15,280 11,470 Equity, total   67,527 57,923         Non-current liabilities       Deferred tax liabilities 31 4,518 3,442 Interest-bearing liabilities 27 24,105 19,634 Other non-current liabilities 29 2,036 700 Non-current liabilities, total   30,659 23,776         Current liabilities       Interest-bearing liabilities 27 12,147 15,329 Advances received 7 3,064 2,057 Trade and other payables 30 45,386 43,667 Current income tax liabilities   1,782 1,675 Current liabilities, total   62,378 62,728 Liabilities, total   93,037 86,504 TOTAL EQUITY AND LIABILITIES   160,564 144,427   The notes are an integral part of the financial statements.   Back to Key financial data Läs mer

Consolidated statement of cash flows

Back to Key financial data   EUR 1,000 Note Jan 1 - Dec 31, 2018 Jan 1 - Dec 31, 2017 OPERATING CASH FLOW       Cash receipts from customers   239,983 211,280 Operating expenses paid   -212,081 -189,949 Operating cash flow before financial items and taxes   27,903 21,331         Interest and payment paid for financial expenses 15 -956 -773 Interest received 14 59 55 Income taxes paid 17 -3,950 -2,359 Operating cash flow (A)   23,055 18,254         INVESTING CASH FLOW       Purchase of tangible and intangible assets 19, 20 -1,752 -2,105 Acquisition of subsidiaries, net of cash acquired 5 -8,262 -3,108 Proceeds from sale of tangible and intangible assets 8 21 26 Proceeds from sale of investments   1 0 Investing cash flow (B)   -9,992 -5,187         Cash flow after investments (A+B)   13,063 13,067         FINANCING CASH FLOW       Purchase of own shares 25 -516 -262 Expenses paid for directed share issue   -7 0 Acquisition of non-controlling interest   0 -1,696 Issue of new current loans 27 3,559 607 Repayments of current loans 27 -24,743 -5,855 Issue of new non-current loans 27 22,102 5,000 Payment of finance lease liabilities 27, 28 -1,765 -1,642 Dividend paid 25 -5,684 -3,930 Financing cash flow (C)   -7,054 -7,777         Variation in cash (A+B+C) increase (+) / decrease (-)   6,009 5,290         Assets at the beginning of the financial period   10,074 4,750 Exchange gains or losses on cash and cash equivalents   32 35 Assets at the end of the financial period   16,115 10,074   The notes are an integral part of the financial statements.   Back to Key financial data Läs mer

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