Remuneration
Board of Directors’ fees
According to the Limited Liability Companies Act, the Annual General Meeting decides on the fees payable to the members of Relais’ Board of Directors.
For the financial year that ended on 31 December 2022, no fees were paid to the Board members. The Company’s Annual General Meeting decided on 5 April 2023 that no fees should be paid to the members of the Board for their Board or possible committee membership for the term ending in the Annual General Meeting of 2024.
Remuneration of the CEO and the members of the Management Team
The Company’s Board of Directors decides on the remuneration of and terms applicable to the CEO and the other members of the Management Team. The remuneration of the members of the Management Team and the CEO consists of a fixed monthly salary, customary fringe benefits and any applicable incentives.
The pension benefits of the Company’s CEO and the members of the Management Team are determined in accordance with the law and general practice. The Company does not have supplementary pensions or insurance arrangements in place for the CEO or the other members of the Management Team.
The table below sets forth the salaries and fees of the CEO and the other members of the Management Team for the periods indicated.
| EUR thousand | Jan–Dec 2022 (audited) | Jan–Dec 2021 (audited) |
| CEO | ||
| Salaries and other short-term employee benefits | 305 | 276 |
| Pension benefits (defined contribution plans) | 58 | 47 |
| Share-based payments | -129 * | 180 |
| Group Management Team | ||
| Salaries and other short-term employee benefits | 881 | 557 |
| Pension benefits (defined contribution plans) | 134 | 93 |
| Share-based payments | -275 * | 353 |
| Total | 974 | 1,506 |
Termination benefits
Certain members of the Company’s Management Team and other management are entitled to a severance fee. If the service contract of such a person is terminated by the Company, the person is entitled to a severance fee corresponding to a three to six months’ salary in addition to the salary for the notice period, unless the termination of the contract results from a breach of contract by the member of the Management Team in question.
Incentive plans
The Company’s Management Team is covered by a long-term incentive plan, effective between the years 2021–2025. The purpose of the scheme is to align the interests of Relais’ management with shareholders’ interests and thereby contribute to shareholder value over the long term and reward and commit the Company’s management. Up to 15 people, including the members of the Group’s Management Team, are entitled to participate in the scheme.
The rewards payable under the scheme are paid in cash based on the value of the incentive units included in the scheme. The participants are provided with incentive units without a consideration. The value of each incentive unit is linked to Relais’ share performance during the scheme. The earned rewards are gross amounts subject to applicable withholding tax.
The maximum total number of the incentive units to be paid in cash under the scheme is 258,000. The incentive units provided to the participants are divided into three separate instalments. Any rewards to be paid based on these three instalments will be paid during the first half of 2023, 2024 and 2025.
The starting price of each incentive unit in each of the three incentive unit instalments is the volume-weighted average Share price for the 25 trading days immediately preceding 16 March 2021 in public trading. The closing price of each incentive unit is the volume-weighted average Share price in public trading for the 25 trading days immediately following the date of publication of Relais’ financial statement bulletin for the year immediately preceding the year during which the reward will be paid – that is, for 2022, 2023 and 2024. The starting price of an incentive unit will be reduced by the amount of dividends paid during the time between the periods for determining the starting price and the closing price.
The value of rewards to be paid under the scheme has been limited by setting a maximum value linked to the Company’s share price.
The Board of Directors decided on new stock option plans 10 August 2023
The Board of Directors of Relais Group Plc has decided to launch two new stock option plans for key employees. The company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the Group’s incentive and commitment program for the key employees. The purpose of the stock options is to encourage the key employees to work on a long-term basis in order to increase shareholder value. In addition, the stock options aim to commit the key employees to the company.
The maximum total number of stock options to be issued is 120,000 and they entitle their owners to subscribe for up to an equivalent number of new shares in total in the company or existing shares held by the company. The stock options are issued gratuitously. Of the stock options, 58,000 are marked with the symbol 2023A, and are issued to the Group´s Finnish key employees. Of the stock options, 62,000 are marked with the symbol 2023B, and they are issued to the Group’s Swedish key employees.
The shares subscribed for with the stock options to be issued will account for a total maximum of 0.66 per cent of all the company’s shares and votes after possible share subscriptions if new shares are issued in the subscription. As a result of the share subscriptions made with the stock options, the number of shares in the company may increase by a total maximum of 120,000 shares if new shares are issued in the subscription.
The share subscription price for stock options 2023A and 2023B is 15.28 euros per share, which equals the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd from 19 May 2023 to 30 June 2023, added with a premium of 15 per cent. The share subscription price will increase if the value of the share at the share subscription has increased more than 300 per cent compared to the volume weighted average quotation of the share on Nasdaq Helsinki Ltd from 19 May 2023 to 30 June 2023.
The share subscription period for stock options 2023A and 2023B is from 1 April 2026 to 30 June 2026.
Remuneration Report and Remuneration Policy
Relais published a separate Remuneration Report for the first time simultaneously with the 2022 consolidated Financial Statements in March 2023.
The Remuneration Policy was presented to the shareholders at the Annual General Meeting 2023.
