Ramirent prepares its remuneration statement in accordance with the Finnish Corporate Governance Code. Ramirent´s policy is to update the statement at the Company's web site www.ramirent.com always when essential new information becomes available related to remunerations.
Remuneration of the Board of Directors
The remuneration for the Board members is decided by the Annual General Meeting (“AGM”). The AGM held in 2011 decided to keep it unchanged and confirmed the following remuneration for Board members:
Chairman of the Board: EUR 3,000/month and additionally EUR 1,500/meeting.
Vice-chairman of the Board: EUR 2,500/month and additionally EUR 1,300/meeting.
Other Board members: EUR 1,700/month and additionally EUR 1,000/meeting.
The abovementioned meeting fees are also paid for Committee meetings and other similar Board assignments. Travel expenses are paid in accordance with the Company´s policy.
The entire remuneration is paid to Board members in cash:
| (EUR 1,000) | 2011
|
2010
|
| Chairman Peter Hofvenstam | 56
|
57
|
| Vice Chairman Susanna Renlund | 47
|
48
|
| Kaj-Gustaf Bergh | 33 | 34 |
| Torgny Eriksson | -
|
24 |
| Johan Ek | 30 | 20 |
| Ulf Lundahl | -
|
10
|
| Erkki Norvio | 29 | 30 |
| Gry Hege Sølsnes | 22 | -
|
| Total | 217 | 224 |
The Board members are not covered by Ramirent´s bonus plans, incentive programs or pension plans.
Decision making process and main principles of remuneration of the President and CEO and other Group Management Team members
The Board of Directors decides on the remuneration, benefits and other terms of employment of the President and Chief Executive Officer (“CEO”). Remuneration and benefits for the other Group Management Team members are based on CEO´s proposal and subject to Board approval.
The remuneration of the President and CEO and the other members of the Group Management Team consists of a fixed monthly base salary, customary fringe benefits and annual bonuses and long-term incentives.
Annual bonuses are based on Group Bonus Guidelines and performance criteria decided by the Board. As to long-term incentives, Group Management Team members are participating in share based long-term incentive programs, which are decided upon by the Board.
There are no options outstanding or available from any of Ramirent´s earlier option programs. There is no general supplementary pension plan for GMT members.
Annual bonuses
The Board sets annually the terms and the targets and the maximum amounts for annual bonuses. The amount of eventual bonuses is based on financial performance criteria, such as EBIT and ROI of the Group and the respective segment or country. The achievement of the targets of the CEO and Group Management Team members is evaluated by the Working Committee and the payment of the eventually achieved bonuses is confirmed by the Board.
In 2011, the maximum annual bonus for the CEO could be up to 60% of his annual base salary. For the other members of the Group Management Team the maximum annual bonus could be up to 40-50% of their annual base salary.
Share based incentive programs
The Board decides on Ramirent's share based long-term incentive programs. The aim of the programs is to combine the objectives of the shareholders and the management in order to increase the value of the Company as well as to commit the key managers to the Company, and to offer them competitive rewards based on the financial performance of the Company and the Company shares.
The key managers must hold shares received on the basis of the incentive programs during their employment or service with the Group, as long as the value of the shares held by the participant in total is below the person’s six months gross salary.
Shares owned by the President and CEO and the other Group Management Team members can be seen in the insider register.
Long-term incentive program 2007–2009
The incentive program for the period 2007–2009 consists of three sub-programs, each having an earnings period of one year. Any reward is subject to achievement of the financial performance targets set by the Board of Directors. Subsequent to the earnings period, the participants of the program are required to acquire Ramirent shares to the full value of the reward after withholding taxes. The participant undertakes not to dispose of any of the Ramirent share acquired under the incentive propgram for a lock-up period of two years from the end of the earnings period. If the participant’s employment with the Ramirent Group is terminated or notified to be terminated before the end of the lock-up period, the participant is obliged to either return these Ramirent shares without any consideration or payment, or to pay back to Ramirent the amount that corresponds the market value of the Ramirent shares at that time.
The first of the three subprograms started in 2007. The total amount of fully accrued bonus benefits for the subprogram 2007 during 2007–2009 was EUR 0.7 million. The second subprogram 2008 was launched in February 2008. The sub-program 2008 did not, however, result to any actual reward allocation, due to non-fulfillment of the performance criteria. The third sub-program 2009 was launched in February 2009, with financial performance criteria based on earnings per share and cash flow. The subprogram 2009 realised partly and was paid to the participants in March 2010. The total amount of fully accrued bonus benefit for the subprogram 2009 as at 31 December 2011 was 1.3 MEUR. The cost for 2011 was EUR 0.5 million (for 2010 EUR 0.5 million).
Long-term incentive program 2010
The Performance Share Program for the years 2010–2012 is targeted at approximately 50 managers. The members of the Group Management Team are included in the target group of the new incentive program. The Performance Share Program includes one earning period, calendar years 2010–2012. The potential reward from the program for the earning period will be based on the Group's Total Shareholder Return (TSR), on the Group's average Return on Invested Capital (ROI) and on the Group's cumulative Earnings per Share (EPS). The potential reward from the earning period 2010–2012 will be paid in 2013; paid partly in Company shares and partly in cash. The cash payment is intended to cover the personal taxes and tax-related costs arising from the reward. No reward will be paid to a manager, if his or her employment or service with the Group ends before the reward payment. The maximum reward to be paid on the basis of the earning period 2010 – 2012 corresponds to the value of up to 390,000 Ramirent Plc shares (including also the proportion to be paid in cash). The cost for 2011 was EUR 0.1 million (for 2010 EUR 1.2 million).
Long-term incentive program 2011
The Performance Share Program for the years 2011–2013 is targeted at approximately 60 managers. The members of the Group Management Team are included in the target group of the incentive program. The Performance Share Program includes one earning period, calendar years 2011–2013. The potential reward from the program for the earning period 2011–2013 is based on the Group's Total Shareholder Return (TSR), on the Group's average Return on Invested Capital (ROI) and on the Group's cumulative Earnings per Share (EPS). The potential reward from the earning period 2011 – 2013 will be paid in 2014; partly in Ramirent shares and partly in cash. The cash payment is intended to cover the personal taxes and tax-related costs arising from the reward. No reward will be paid to a manager, if his or her employment or service with the Group is ended before the reward payment.The maximum reward to be paid on the basis of the earning period 2011–2013 corresponds to the value of up to 287,000 Ramirent Plc shares (including also the proportion to be paid in cash). The cost for 2011 was EUR 0.5 million.
Remuneration of the President and CEO
CEO Magnus Rosén's annual base salary consists of EUR 184,000 and SEK 1,840,000 respectively. He has additionally a free car benefit as a fringe benefit.
In 2011, the total remuneration paid to Mr. Magnus Rosén consisting of fixed annual base salary and fringe benefits was EUR 397,615.
Mr. Magnus Rosén does not belong to the Finnish statutory pension system. His pension accruing during the time he holds the position of the President and CEO is arranged through a separate pension insurance, the premiums of which are SEK 1,288,000 per annum.