Remuneration of the CEO and Group Management
CEO
The Board of Directors decides on the remuneration of the CEO as well as the terms of the CEO’s service contract and amendments thereto in accordance with the Remuneration Policy. The overall level of remuneration is compared to the general market level annually. Apetit’s Board of Directors also decides on the principles concerning the remuneration of the CEO, which can also be applied to the remuneration of the rest of the management. The remuneration of the CEO consists of a fixed remuneration components (monetary salary, fringe benefits and pension benefits) and variable remuneration components (performance-related compensation), and the Board of Directors decides on the proportions of the remuneration components in a way that best supports the Company’s strategic and financial objectives. The remuneration principles described here also apply to the deputy CEO, if any.
a) Fixed remuneration
The CEO’s fixed remuneration components consist of a monthly salary and fringe benefits. The Board of Directors reviews the CEO’s salary annually and assesses whether it corresponds to the CEO’s personal performance, the market level and the Company’s annual performance together with the variable remuneration components.
Health insurance, life insurance and fringe benefits in accordance with the Company’s current practices (such as car and phone benefit) can be offered to the CEO.
b) Variable remuneration
The principles concerning variable remuneration aim to guide and motivate the CEO, and they may also be used as a means to retain the CEO in the Company and thereby support the continuity of operations and the Company’s long-term financial success. Variable remuneration is also planned in such a way that it supports the implementation of the Company’s strategy as effectively as possible in the short term as well as the long term.
The performance indicators used for determining the annual performance-related compensation may be key figures related to the annual budget or, for example, targets linked to the operating result, share price or other criteria as defined annually by the Board of Directors. As a rule, the maximum amount of performance-related compensation corresponds to 60 per cent of the annual salary.
In addition to these annual performance-related compensations, the Board of Directors may decide on longer-term incentive schemes (typically three years), which can correspond to a year’s basic salary at a maximum. The criteria for the longer-term incentive systems are always defined at the beginning of the earning period, but they may also be specified further during the earning period.
Performance-related compensation can be paid at the end of each earning period as shares, options, other rights entitling to shares or in cash. In the assessment of the remuneration criteria, the targets set at the beginning of the earning period are compared to the actual outcome or, in the case of qualitative criteria, the Board of Directors will assess the outcome objectively. The Board of Directors can also decide on separate one-off remuneration payments in exceptional circumstances (such as stay on or sign in bonuses).
c) Other key terms applicable to the service contract
The key terms applicable to the CEO’s service are defined in the CEO’s service contract. The contract specifies the notice period and the severance package in situations where the Company terminates the CEO’s service contract. The CEO’s service contract can also include provisions concerning supplementary pension arrangements.
d) Terms for deferral and possible clawback of remuneration
The Company’s Board of Directors can decide on the deferral, withholding or clawback of variable remuneration components only under very exceptional circumstances; for example, if the Company’s financial statements information is found to contain errors, or in the event of malpractice. In such exceptional circumstances, the Company’s Board of Directors may also fully or partly withhold variable remuneration components or claw back variable components have already been paid if it is found that the payment of the remuneration components would jeopardise the Company’s business continuity and long-term financial success.
Variable remuneration paid as shares may also come with a pre-determined restriction period.
Remuneration paid to the CEO in 2025
Group Management
The remuneration and incentive plans for management are made up of monetary remuneration, fringe and pension benefits, and performance-related compensation, by which the degree of success for the year is measured. The level of these plans as a whole is compared annually with the general market level.
The Board of Directors of Apetit Plc decides, in accordance with the Remuneration policy, on the principles for the remuneration and incentive plans for the CEO and other members of the management. The Board also confirms annually the indicators to be used for the plans and their level in relation to the targets set. The indicators include key figures connected with annual budgets as well as development targets selected on a function-specific basis. The maximum amount of short-term performance-related compensation corresponds to 6 months salary in the case of the CEO, and 4 salary for other management.
Remuneration for Group Management in 2025: