The Remuneration Policy of Fondia Plc's governing bodies sets out the basic principles for the remuneration of the company's governing bodies, i.e. the Board of Directors and the CEO. The Remuneration Policy has been drafted in accordance with the Finnish Corporate Governance Code 2020 ("Corporate Governance Code").
The Annual General Meeting on 20 March 2024 decided to adopt the Remuneration Policy for Governing Bodies.
In accordance with the Remuneration Policy, Fondia follows the following principles in its remuneration:
competitiveness, fairness and equity, taking into account the level and demands of the tasks; and
incentive, which guides Fondia's governing bodies to achieve the strategic objectives of the business.
Through its remuneration principles, Fondia aims to support the alignment of the interests of shareholders, the Fondia Group and its personnel. It also aims to support the long-term financial success of the Fondia Group and the commitment of Fondia's personnel to Fondia.
Click here to find out more about Fondia's Remuneration Policy for Governing Bodies.
Remuneration of the Board of Directors
The remuneration of Fondia's Board members is decided by the shareholders at the Annual General Meeting. Board remuneration may consist of monthly or annual fees, and in addition to these, any reasonable travel expenses can be reimbursed. The Chair of the Board and possible Vice-Chair of the Board may be paid a higher fee which is considered reasonable due to higher workload associated with such a role.
Remuneration of the CEO
The Board of Directors of Fondia decides on the remuneration of the CEO and other terms of the CEO's contract within the framework of the Remuneration Policy. The overall level of remuneration is compared annually against the general market level. The Board of Directors of Fondia also decides on the principles of the remuneration system for the CEO, which can also be applied to the remuneration of other management.
The compensation of the CEO consists of a monthly fixed salary, fringe benefits and a bonus linked to the achievement of business objectives, paid on a calendar year basis, as well as possible special bonuses that may be granted on a case-by-case basis. The Board of Directors decides on the proportions of the remuneration components that best support the strategic and financial objectives of the company. The remuneration principles described herein also apply to any deputy to CEO.
Remuneration of the other group management team
The CEO of Fondia Plc prepares the remuneration proposals for the group management team and the Board of Directors decides on the remuneration of the group management team members.
The compensation of the group management team members consists of a monthly fixed salary, fringe benefits and a bonus paid on a calendar year basis. The group management team is part of the general bonus scheme of Fondia Group, the amount and objectives of the bonus scheme are decided annually. The targets are determined by a combination of company and individual objectives.
The group management team members do not have personal remuneration schemes based on shares or options or other special rights entitling them to shares. The group management team members are entitled to participate in the share savings plan for employees of Fondia Group in accordance with its terms.
Up-to-date remuneration
Remuneration of Board of Directors
The Annual General Meeting of Fondia Plc resolved on 20 March 2025 on the remuneration of the members of the Board of Directors as follows:
EUR 3,500 per month for the Chair of the Board, and EUR 2,000 per month for each of the other members of the Board. Travel expenses are reimbursed with the maximum amount of the current travel reimbursement basis confirmed by the Tax Administration.
Remuneration of Timo Lappi, CEO (from 19 May 2025)
The monthly salary of the CEO is EUR 18,000 (gross). The CEO is entitled to fringe benefits and to participate in long-term and short-term incentive programs.
The targets for the performance bonus payable to the CEO on a financial year basis are linked to the achievement of the company's medium-term targets on an annual basis, as determined separately by the Board of Directors. The annual performance bonus under the performance bonus program shall not exceed the CEO's four months' fixed salary, but shall not exceed 5% of the adjusted operating profit (EBIT) after bonuses.
The CEO participates in the fourth performance period of the company's long-term share-based commitment and incentive plan (the "share plan") for 2025–2027. Under the share plan, participants have the opportunity to earn Fondia Oyj shares based on earning criteria set by the Board of Directors related to the company's financial and strategic performance.
The maximum number of shares that the CEO can earn during the performance period is 20,000 Fondia shares. The bonus shares payable based on the achievement of the targets will be paid in accordance with the terms and conditions of the plan after the end of the performance period, by the end of May 2028.
The pension coverage of the CEO is determined in accordance with the Employees' Pension Act and no supplementary pension arrangements have been agreed by the company.
The CEO's contract is in force until further notice. In addition, the contract may be terminated by either party upon with six month's notice. If the company terminates the contract with notice, the CEO is entitled to compensation equivalent to six months' salary.
Archive
Remuneration reports 2017-2022 are available in Finnish:
Palkka- ja palkkioselvitys 2019