Updated: 23 February 2024
REMUNERATION POLICY
INTRODUCTION
The remuneration policy of Trainers’ House Plc’s institutions defines the principles for the remuneration of the Group’s institutions. Institutions means the Board of Directors, the CEO and a possible Deputy CEO.
The aim of the remuneration policy is to promote the company’s short- and long-term financial success, to strengthen the desired corporate culture and thereby support the growth of shareholder value in a fair and competitive manner for all stakeholders.
The remuneration policy takes into account the principles followed in the remuneration of other personnel. The remuneration of the company’s personnel is based on total remuneration, which may consist of, among other things, fixed and variable components of remuneration and employee benefits. Remuneration for Trainers’ House is mainly based on a fixed monthly salary. In particular, the purpose of variable remuneration is to guide both the CEO and the personnel to the same goals. The company does not currently have any stock option or other similar incentive plans in place. Clarity, simplicity and encouragement are the cornerstones of the company’s remuneration policy.
The remuneration of the personnel, the CEO and the Board of Directors is regularly assessed in accordance with general market practice for persons in similar positions.
DESCRIPTION OF THE DECISIONMAKING PROCESS
The company’s Board of Directors prepares the remuneration policy and changes to the remuneration policy by utilizing the necessary experts. The Board of Directors approves the remuneration policy to be presented to the Annual General Meeting, and the remuneration policy is attached to the notice of the Annual General Meeting or published in a separate stock exchange release.
The Board of Directors discusses and presents the remuneration policy and its material changes to the Annual General Meeting as necessary, however at least every four years. The Board of Directors annually evaluates the timeliness of the remuneration policy so that a possible proposal for an amended remuneration policy can be discussed at the next Annual General Meeting.
The Annual General Meeting will make an advisory decision on whether it supports the proposed remuneration policy. Shareholders may not propose changes to the remuneration policy presented to the Annual General Meeting. If the majority of the Annual General Meeting does not support the remuneration policy presented to it, the revised remuneration policy will be presented to the next Annual General Meeting at the latest. In this case, the decision on the remuneration of the Board of Directors and the CEO is based on the remuneration policy presented to the Annual General Meeting until the revised remuneration policy has been discussed at the Annual General Meeting.
No essential changes will be made to the remuneration policy without presenting the amended policy to the Annual General Meeting. The Board of Directors may make only technical changes to the remuneration policy, such as changes in the remuneration decision-making process or remuneration terminology, and changes in the legislation based on changed legislation, provided that the above changes are not essential.
The company’s Board of Directors monitors the implementation of the remuneration policy annually. The Board of Directors presents an annual remuneration report to the Annual General Meeting, which enables shareholders to assess the implementation of the remuneration policy in the company. The Annual General Meeting decides on the approval of the remuneration report. The decision on the remuneration report of the Annual General Meeting is advisory. The Annual General Meeting decides on the remuneration of the members of the Board of Directors annually. The company’s Board of Directors decides on the remuneration of the CEO in accordance with the remuneration policy. The Annual General Meeting or the Board of Directors authorized by it decides on the issuance of shares, options or other special rights entitling to shares. Where shares, options or other special rights entitling to shares are granted to the Board of Directors or the CEO as part of the remuneration, this is done within the framework of the remuneration policy.
DESCRIPTION OF BOARD REMUNERATION
Remuneration of the Board of Directors may consist of one or more parts. The members of the Board of Directors may be paid, for example, an annual or monthly fee as well as a meeting fee for meetings of the Board of Directors or its committees. The fees may be paid in cash or in part or in full in the form of shares or other financial instruments. The Annual General Meeting may also decide on other types of remuneration.
The Board of Directors presents to the Annual General Meeting a proposal for the remuneration of the members of the Board of Directors, and the Annual General Meeting decides on the remuneration of the members of the Board of Directors.
DESCRIPTION OF THE CEO’S REMUNERATION
The Board of Directors decides on the remuneration of the CEO, the remuneration schemes and their terms, as well as other compensation to be paid to the CEO within the framework of the company’s current remuneration policy. The Chairperson of the Board evaluates the remuneration of CEO annually and, if necessary, makes a proposal to the Board to change the remuneration.
The Annual General Meeting decides on the proposal of the Board of Directors to issue shares, options or other special rights entitling to shares, or to authorize the Board of Directors to decide on the issuance of shares, options or other special rights entitling to shares to the CEO.
Remuneration of the CEO may consist of fixed remuneration, variable remuneration and other financial benefits. Fixed remuneration is all financial benefits the amount of which is known in advance to the parties, such as annual salary and fringe benefits. Variable remuneration is any remuneration the amount of which depends on the performance of a person or on an externally determinable factor, such as the development of the company’s financial or non-financial progress or another determinable factor. These include short-term and long-term reward schemes. Other financial benefits may include subscription and commitment fees, pension plans and financial compensation based on termination of employment.
Remuneration-based payments may be made in the form of cash, shares, stock options, other share-based rights or securities, or fringe benefits or other benefits.
The components of the CEO’s fixed and variable remuneration must be proportionate to the objectives of the remuneration, taking into account the business strategy and objectives and the long-term interest of the company. Remuneration of the CEO focuses on a fixed proportion of remuneration.
In all variable CEO compensation plans, the company’s Board of Directors decides on the plan’s earning criteria and the targets to be set for each criterion at the beginning of the earning period and evaluates the realization at the end of the earning period.
A defined contribution supplementary pension plan can also be agreed with the CEO as part of the total salary. The terms and conditions of the CEO’s employment, the period of notice and any severance pay, as well as other terms and conditions of termination, shall be agreed in the CEO’s agreement in accordance with market practice in force at the time of concluding the agreement.
The Board of Directors has the right to reduce the fees under the incentive plans or to defer the payment of fees when changes in circumstances beyond the company’s control would result in a materially adverse or unreasonable result for the company when applying the incentive plan. The Board of Directors also has the right to cancel all or part of the fees under the incentive plans if the Group’s financial statements need to be changed and have an effect on the amount of the fee or have acted in violation of the law or the company’s ethical guidelines or otherwise unethically.
CONDITIONS FOR TEMPORARY DEROGATION
The company may temporarily deviate from the remuneration policy presented to the Annual General Meeting if the deviation is necessary to ensure the company’s long-term interests. Such situations include, but are not limited to, a change of the CEO, a significant change in the company’s strategy, changes in the company’s remuneration decision-making process, corporate arrangements such as a merger, takeover bid or acquisition, and changes in taxation or other regulations.
The deviation may apply to the entire remuneration policy to the extent required by the change in circumstances. The Annual General Meeting decides on deviations from the remuneration of the Board of Directors and the Board of Directors decides on the CEO. If the deviation from the remuneration policy is expected to continue other than temporarily, the Board of Directors will prepare a new remuneration policy, which will be discussed at the next Annual General Meeting.