Remuneration
Compensation of the Board members
The Annual General Meeting on 21 April 2010 resolved the compensation of the Board as follows: Chairman EUR 7.5 thousand, new members each EUR 6.5 thousand and old members each EUR 5 thousand per month.
During the financial year 2009, the Board members received a total of EUR 350 thousand as board membership fees (2008: EUR 323 thousand). In addition, the Board members received fees on other basis a total of EUR 0 thousand (2008: 15 thousand).
Compensation of the CEO
The remuneration to the CEO is decided by the Board. The time needed to carry out the duties, the state of the company and the general practices are taken into account in remuneration. The conditions of the CEO’s employment are determined in the written contract which is approved by the Board.
In 2009, the total fixed remuneration to the CEO was EUR 360 thousand (2008: EUR 336 thousand), bonuses EUR 172,5 thousand (EUR 30 thousand) and other incentives EUR 0 (EUR 0). The IFRS 2 based options expenses totalled EUR 637 thousand in 2008 (EUR 319 thousand). The remuneration of the other top management is confirmed by the Board.
The I/2008 option scheme (General Meeting decision on 28 October 2008) entitles the company's CEO Alwyn Smit to subscribe for a maximum of 2,900,000 new shares or shares that are in the possession of the company. The share subscription period for 1,450,000 stock options commences on 1 October 2009 and for 1,450,000 stock options on 1 October 2010. The subscription period ends on 31 December 2015. The share subscription price for stock options is EUR 2.26 per share (with dividend and capital redemption adjustment). The whole paid subscription price shall be entered in the paid-up unrestricted equity fund. The number of Ruukki Group Plc shares can be increased by a maximum of 2,900,000 shares as a result of the subscriptions made with the I/2008 option rights.
Option scheme I/2005
The I/2005 option scheme (General Meeting decision on 8 December 2005) entitles the option holders to subscribe for a maximum of 2,700,000 new shares in the company. The share subscription period is staggered through the period of 1 July 2007 – 30 June 2015 for various options denoted with different letters, and the subscription price range is EUR 0.32–0.82 (with dividend and capital redemption adjustment). The whole paid subscription price shall be entered in the paid-up unrestricted equity fund. The number of Ruukki Group Plc shares can be increased by a maximum of 2,700,000 shares as a result of the subscriptions made with the I/2005 option rights.
Under this option scheme a total of 1,075,000 options (representing about 0.41% of the registered number of shares) have been issued to current or previous key personnel of the Group, consisting of 225,000 A-, B-, C- and D-options each and 175,000 E-options. So far none of these options has been exercised. The share subscription period for A-options ended on 30 June 2010, and the share subscription for B-options is 1 July 2008 – 30 June 2011, for C- options 1 July 2009 – 30 June 2012, for D-options 1 July 2010 – 30 June 2013 and for E-options 1 July 2011 – 30 June 2014.
Corporate Governance Code recommendations:
Recommendation 39:
The company shall describe the remuneration and other financial benefits of the directors for the financial period.
The company shall describe any financial benefits of the chairman of the board and the directors pertaining to their employment relationship or service contract, if applicable, in accordance with recommendation 44.
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Complied
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Recommendation 40:
The remuneration for board and committee work or part of the remuneration can be paid in the form of company shares.
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Complied
Board members’ remuneration is disclosed.
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Recommendation 41:
It is not recommended that a non-executive director participates in a share-related remuneration scheme.
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Complied
No share-related remuneration schemes are in place for non-executive directors or for executive directors related to their duties as directors.
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Recommendation 42:
The company shall describe the number of shares and share-related rights granted to the directors as remuneration during the financial period.
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Complied
Number of shares and share-related rights granted to the directors are disclosed.
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Recommendation 43:
The company shall describe the principles and decision-making process concerning the remuneration policy covering the managing director and other executives, e.g. the division of the salaries and fees into a fixed and variable part, as well as main information on how the variable parts of the salary and fees are defined, on share and share-related remuneration schemes and additional pension schemes.
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Complied
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Recommendation 44:
The company shall describe the following financial benefits based on the service contract of the managing director:
• salaries and other benefits for the financial period
• shares and share-related rights granted as
remuneration during the financial period
• retirement age and the criteria for the determination
of pension, and
• period of notice, salary for the period of notice and
the terms and conditions of other possible
compensation payable based on termination.
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Complied
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