Executive Board

The Executive Board prepares the business strategy and budget and monitors the results of operations. The Executive Board also considers investments and divestments of strategic significance to the whole Group, as well as the company’s operational guidelines and reporting. The Executive Board comprises the President and CEO, the CFO, the SVP for Corporate Planning and IR, and the heads of the business units, in total six persons.

In addition to the President and CEO Kari Inkinen, the company’s Executive Board comprises Pia Arrhenius, Senior Vice President, Corporate Planning and IR; Ossi Hynynen, Senior Vice President, Investment Properties; Niklas Nylander, Chief Financial Officer; Sirpa Sara-aho, Senior Vice President, Russia; and Veli-Pekka Tanhuanpää, Senior Vice President, Property Development.

The members of the Executive Board are insured with a contribution-based group pension insurance. Sponda Plc pays the annual insurance premium until the member reaches the age of 63. The insurance premium amounts to 7.5 per cent of each member’s fixed annual salary.

The members of the Executive Board participate in the long-term share-based incentive scheme for the Group’s key personnel approved by the Board of Directors. The incentive scheme has been in effect in its current form since the beginning of 2012.  The three three-year vesting periods of the incentive scheme that came into effect in 2012 correspond to the calendar years 2012–2014, 2013–2015, and 2014–2016. Remuneration was paid in spring 2015 based on the vesting period 2012–2014 and the commitment period for that vesting period is still in effect. Sponda’s Board of Directors decided on a new incentive scheme in 2015. The incentive scheme comprises three three-year vesting periods, corresponding to the calendar years 2015–2017, 2016–2018, and 2017–2019. The terms and conditions of the scheme are the same as those of the previous incentive schemes. The Board of Directors decides separately on the earning criteria applicable to each vesting period and the targets to be established for them.

The earning criteria for the 2013–2015 vesting period are the Group’s average Return on Capital Employed (ROCE) in the financial periods 2013–2015, the Group’s cumulative Operational Cash Earnings Per Share (CEPS) for the financial periods 2013–2015, and real estate sales. In addition, the Board of Directors will assess the Group’s success in relation to the prevailing market conditions. The earning criteria for the 2014–2016 vesting period are the Group’s average Return on Capital Employed (ROCE) in the financial periods 2014–2016, the Group’s cumulative Operational Cash Earnings Per Share (CEPS) for the financial periods 2014–2016, and real estate sales. In addition, the Board of Directors will assess the Group’s success in relation to the prevailing market conditions. The earning criteria for the 2015–2017 vesting period are the Group’s average Return on Capital Employed (ROCE) in the financial periods 2015–2017, the Group’s cumulative Operational Cash Earnings Per Share (CEPS) for the financial periods 2015–2017, and real estate sales. In addition, the Board of Directors will assess the Group’s success in relation to the prevailing market conditions. The Board of Directors monitors the fulfilment of the targets set for the earning criteria regularly.

Any remuneration paid, less taxes, is used to purchase the company’s shares on behalf of the persons participating in the incentive scheme. The remuneration amount includes the purchased company shares as well as taxes and tax-like charges incurred from the remuneration to the persons participating in the scheme and settled by the company.

Shares received on the basis of the share-based incentive scheme may not be disposed of within a set commitment period following their receipt. The commitment period for the 2012–2014 vesting period ends on 31 December 2017, the commitment period for the 2013–2015 vesting period on 31 December 2018, the commitment period for the 2014–2016 vesting period on 31 December 2019, and the commitment period for the 2015–2017 on 31 December 2020. After the commitment period ends, a member of the Group’s Executive Board must own one half of the shares paid on the basis of the scheme, until the value of the shares he or she owns equals the amount of his or her gross annual salary. This ownership obligation shall be in effect for as long as the employment contract of the member of the Executive Board continues.

The value of the remuneration to be paid from each vesting period shall be no more than the gross annual salary of the key person participating in the scheme. The gross annual salary refers to the person’s total annual salary at the start of the three-year vesting period in question, including fringe benefits and excluding remunerations paid on the basis of the annual remuneration system and the long-term share-based incentive scheme.

Salaries and remuneration paid to the members of the Executive Board (excluding the President and CEO)

 

Annual salaries, € **)

Fringe benefits, €***)

Annual salaries and fringe benefits, total, €

Annual remunerations, 

Incentive remunerations, €

Total remunerations, 

All in total,

2015 *)

713,995.09

54,588.81

768,583.90

148,543.00

934,008.45

1,082,551.45

1,851,135.35

2014

869,684.70

63,355.20

933,039.90

147,931.91

536,928.85

684,860.76

1,617,900.66

2013

856,007.84

75,620.58

931,628.42

236,444.00

945,945.18

1,182,389.18

2,114,017.60

*) The amounts in this table are those actually paid in 2015. The variable remunerations (annual remuneration and incentive remuneration) are based on the 2014 results. (The amounts for the comparison years 2014 and 2013 are also based on actual amounts paid, which means that the variable remunerations for these years are based on the 2013 and 2012 results respectively).
**) Annual salary excluding fringe benefits
***) Company car and phone benefit

Sponda Plc shares owned by members of the Executive Board as of 31 December 2015:

Executive Board member

Number of shares

Inkinen Kari

465,245

Arrhenius Pia

74,335

Hynynen Ossi

206,841

Nylander Niklas

0

Sara-aho Sirpa

135,662

Tanhuanpää Veli-Pekka

26 426*

* related parties own a further 1,625 shares