Remuneration

Last modified: 21.11.2019

Remuneration

Remuneration of Members of the Board of Directors

The General Meeting of Shareholders determines the remuneration payable to the members of the Board of Directors. As of the completion of the listing of the Company’s shares, the Shareholders’ Nomination Board prepares the proposal concerning the remuneration of the members of the Board of Directors for the General Meeting of Shareholders.

Save for what is mentioned below for Petri Salonen, no remuneration was paid to the members of the Board of Directors for the financial years 2018, 2017 and 2016.

The Annual General Meeting held on 10 May 2019 resolved that Reijo Tauriainen and Seppo Mäkinen be paid a monthly remuneration of EUR 1,500 and that no remuneration is paid to the other members of the Board of Directors. In addition, the Annual General Meeting resolved that the Chairman of the Audit Committee shall receive a meeting fee of EUR 500 per Audit Committee meeting.

The total amount of fees paid to the members of the Board of Directors for the nine months period ended 30 September 2019 amounted to EUR 8,500 (excluding fees paid to Petri Salonen as described below).

Petri Salonen has been appointed by the company as a consultant to support the company with certain M&A related matters and the listing process. In this capacity, Petri Salonen has been paid a monthly consultancy fee of EUR 7,000 starting from November 2018. Previously, Petri Salonen has acted as a consultant supporting the company with, inter alia, M&A, financing, company processes and sales development, for which he has received a monthly consultancy fee of EUR 1,500 between 1 January 2017 and 17 August 2017, after which the remuneration was increased to EUR 5,000 until November of 2018. In 2018, the fees paid to Petri Salonen for consultancy services amounted to EUR 64 thousand. In addition, he has been paid EUR 10 thousand as reimbursement for travel and other expenses. For the nine months period ended 30 September 2019, the total amount of fees and reimbursements amounted to EUR 90 thousand.

The members of the Board of Directors are not included in the incentive schemes of the company and no shares or option rights, or other special rights have been given or granted as remuneration to the members of the Board of the Directors.

No pension benefits have been granted in favor of the members of the Board of Directors. However, Petri Salonen is entitled to the statutory Finnish TyEL pension with respect to his capacity as a consultant to the company.

Remuneration of CEO and Members of the Leadership Team

The Board of Directors resolves on the remuneration of the CEO based on the proposal by the Board of Directors’ Remuneration Committee.

The Board of Directors also resolves on the remuneration of the other members of the Leadership Team. The Remuneration Committee makes its recommendation to the Board of Directors regarding the remuneration of the other members of the Leadership Team based on the evaluation and proposal of the CEO, which the Remuneration Committee has reviewed.

The remuneration of the members of the Leadership Team of the company (excluding the CEO) consists of a monthly fixed salary, customary fringe benefits and incentives as in force from time to time. The members of the Leadership Team have previously received options entitling to shares in the company as an incentive. Furthermore, the Vice President of Software, Markku Myllylä, is entitled to a separate bonus arrangement, based on which he can receive a maximum of EUR 60,000 and an additional 60,000 option rights (in addition to the option rights he currently holds) provided that Optomed Software Oy reaches certain financial targets.

The current group level Leadership Team has been established in 2019, and the majority of the members of Optomed’s previous management team prior to 2019 are now part of the Devices segment management team. The remuneration presented below is the remuneration paid to Optomed’s management team during the years 2016 to 2018. The remuneration and benefits paid to Optomed’s management team (excluding the CEO) for the financial years 2018, 2017 and 2016 are presented in the following table:

The remuneration of the CEO of the Company consists of a monthly fixed salary, customary fringe benefits and options granted as incentive.

The remuneration and benefits paid to the CEO for the financial years 2018, 2017 and 2016 are presented in the following table:

Pensions

Optomed offers the CEO and the Leadership Team the statutory Finnish TyEL pension.

In addition, the Leadership Team members may be offered individual contribution-based pension plans amounting to a maximum of 20 percent of the fixed salary. Subject to approval by the Board of Directors of the company, the Leadership Team members residing abroad may be offered pension plans paid in cash corresponding to the premium that would otherwise be payable to insurance companies.

In addition, one member of the Leadership Team is subject to a separate pension arrangement.

Termination Benefits

The CEO’s contract may be terminated by either the CEO or Optomed with six months’ notice. If the company terminates the CEO’s contract, the CEO is entitled to receive a severance pay corresponding to six month’s salary. The severance pay is not payable in case of a material breach by the CEO or when the contract is terminated on grounds equal to those under Chapter 7 Section 2 or Chapter 8 Section 1 or 3 of the Finnish Employment Contracts Act (55/2001, as amended). In addition, the Vice President of Software and the managing director of Optomed Software Oy, Markku Myllylä, is entitled to a severance pay of an amount equaling nine months’ salary in addition to the salary for the notice period if the company terminates the managing director contract without grounds as described above.

The Leadership Team members’ employment contracts may be terminated on a mutual basis with a notice period ranging from two to six months.