Remuneration Report 2016
16 February 2017
The Remuneration Report 2016 of Pöyry PLC (“Pöyry” or “company”) has been prepared pursuant to the Finnish Corporate Governance Code 2015. The Corporate Governance Code is publicly available on the website of the Securities Market Association at www.cgfinland.fi.
In this Remuneration Report Pöyry discloses the remuneration and other financial benefits paid to the Board of Directors (“Board”), the President and CEO and other executive management (Group Executive Committee, the “GEC”) during the previous financial period, i.e. 2016. The remuneration paid during the financial period preceding the reported financial period, i.e. 2015, is presented for comparison.
Board of Directors
Fees paid to the members of the Board in 2016 and 2015 are set forth in the table below.
Teuvo Salminen was elected as Board member by the AGM on 12 March 2015.
Helene Biström and Michael Rosenlew were elected as Board members by the AGM on 10 March 2016.
Heikki Lehtonen, Georg Ehrnrooth, Michael Obermayer and Karen de Segundo were Board members until 10 March 2016.
President and CEO
The remuneration paid to the President and CEO Martin à Porta (President and CEO since 1 January 2016) as well as the previous president and CEO Alexis Fries (President and CEO between 1 September 2012 and 31 December 2015) in 2016 and 2015 is set forth in the table below:
1) The new President and CEO's service contract included a sign-on bonus, based on which Pöyry PLC's shares and a cash payment were granted to him. The President and CEO is part of the performance share plan for key personnel described in note 7 of the Financial Statements 2016.
2) Expenses related to termination of the President and CEO's service contract in 2015 include a contractual compensation for non-competition period in February-December 2016.
The salaries, bonuses and benefits are reported on accrual basis. For example, the bonus included in 2016 figures indicates the estimated bonus payout which is based on the performance in 2016 and payable in 2017.
Other Executive management
The total remuneration paid to the other members of the Group Executive Committee (“GEC”) than the President and CEO in 2016 and 2015 is set forth in the table below:
The base salaries, fringe benefits and pension expenses of 2016 and 2015 in the above table are not fully comparable due to changes in GEC members and in currency exchange rates. Also, the 2016 salaries include termination benefits. Information about the composition of the GEC in 2015 and 2016 is available in Pöyry’s financial statements available at Investor material.
The salaries, bonuses and benefits are reported on accrual basis. For example, the 2016 bonus indicates the estimated bonus payout which is based on the performance in 2016 and payable in 2017.
Authorisations of the Board concerning remuneration
The AGM on 10 March 2016 authorised the Board to decide on the issuance of new shares and special rights entitling to shares. More information on the authorisation is available here.
In 2016, the Board decided on a share issue where a total of 100,000 treasury shares of Pöyry PLC were conveyed without consideration to the President and CEO Martin à Porta on 4 January 2016 as a share based compensation, forming a part of his total remuneration according to the terms and conditions of his service contract concluded in August 2015. The directed share issue was based on the authorisation granted to the Board of Directors by the Annual General Meeting on 12 March 2015.