Remuneration
Remuneration policy (pdf)
The remuneration-related principles of NoHo Partners Group are reviewed by the Company’s Board of Directors. The Company has a remuneration committee appointed by the Board of Directors, that is responsible for preparing proposals for the remuneration of the Board members, the CEO, Deputy CEO and other senior management.
The process of making decisions concerning the remuneration of the Company’s governing bodies is based on the remuneration policy submitted to the Annual General Meeting at least once every four years and whenever major amendments to it are made. The Annual General Meeting decides on whether it supports the proposed remuneration policy. The decision of the Annual General Meeting is of an advisory nature.
The Annual General Meeting decides on the remuneration of the Board of Directors. The remuneration of Board members is based on an annual proposal of the remuneration committee to the Annual General Meeting.
The Board of Directors decides on the remuneration and key terms of employment of the CEO and Deputy CEO.
Pursuant to the Limited Liability Companies Act, decisions concerning the distribution of the Company’s shares, options or other special rights entitling to shares shall be made by the Annual General Meeting or by the Board of Directors pursuant to an authorisation from the Annual General Meeting. Shares, options or other special rights entitling to shares may be distributed to the members of the Company’s governing bodies as part of their remuneration. In such circumstances, decisions on remuneration shall always be made by the governing body that appointed the beneficiary.
Remuneration of the Board of Directors
The Annual General Meeting of the Company annually decides on the remuneration payable to the members of the Board of Directors. The remuneration of Board members is based on a proposal of the remuneration committee to the Annual General Meeting, which passes the resolution on the remuneration for one term of office at a time.
The starting point for decisions concerning the remuneration of the Board of Directors is to ensure that remuneration is competitive in relation to the market and that the remuneration corresponds to the qualifications and workload required of the Board members.
If a Board member is in an employment, service or commission relationship with the Company, the Annual General Meeting decides on the fee payable to them for Board work. The terms and conditions of the Board member’s employment, service or commission relationship are determined in accordance with the Company’s normal practice based on their work duties and role.
Remuneration of the CEO and the Deputy CEO
The remuneration committee prepares proposals on the remuneration of the CEO and Deputy CEO. The Board of Directors decides on the remuneration and key terms of employment of the CEO and Deputy CEO.
The short-term remuneration of the CEO and Deputy CEO is comprised of salary, employee benefits and performance-based remuneration determined on the basis of the Company’s result and the achievement of other short-term objectives. The long-term remuneration of the CEO and Deputy CEO may also comprise share-based incentive schemes.
The salary and remuneration structure of the CEO and Deputy CEO must be aligned with the interests of the Company and its shareholders. The fixed and variable components of the remuneration of the CEO and Deputy CEO must be balanced, considering the objectives of remuneration, taking into account the Company’s current business strategy, objectives and long-term interests.
Any rewards from the share-based incentive schemes can be based on the Company’s key performance indicators and continuation of the employment or service relationship. The Board of Directors monitors the fulfilment of the criteria and approves the payment of rewards under the share- based incentive schemes. A general condition for receiving rewards under the share-based incentive scheme is a continued employment or service relationship at the time of payment. The Board of Directors has the right to pay the share rewards as shares, a combination of shares and cash payment or, for a justified reason, entirely in cash.
The Board of Directors decides on the other terms of the service contract of the CEO and Deputy CEO. The terms are specified in a written service contract.
Requirements for temporary deviations
The remuneration of the Company’s governing bodies shall take place within the limits of the remuneration policy presented to the Annual General Meeting. However, the policy can be temporarily deviated from when such deviation takes place to ensure the Company’s long-term interests. Such circumstances may occur in connection with e.g. a change of CEO, significant corporate arrangements as well as significant strategic changes arising from internal or external factors. The remuneration policy can also be deviated from due to changes in regulations, such as taxation.
When the remuneration policy is deviated from, the Board of Directors shall decide on changes to the remuneration of governing bodies other than the Board of Directors. In the event of a deviation, the Board of Directors shall present the deviations and the grounds for the deviations to the next possible Annual General Meeting. The deviations shall also be reported in the remuneration report.
If a deviation from the remuneration policy is estimated to continue on a non-temporary basis, the Company shall prepare a new remuneration policy to be reviewed by the next possible Annual General Meeting.
Remunereration Report 2023
Executive team’s remuneration in 2023
This report on the remuneration and fees paid to the Executive Team of NoHo Partners Plc for the year 2023 has been prepared in accordance with the Corporate Governance Code of Finnish listed companies 2020.
Remuneration of the Group Executive Team
The Board of Directors decides on the basis of the remuneration of NoHo’s Executive Team. The Board of Directors approves the incentive schemes and the Company’s remuneration principles for other management. The purpose of the annual incentive scheme is to reward the management for achieving pre-defined financial targets. The Board of Directors assesses the performance of the members of the Executive Team.
The short-term remuneration is based on the result, turnover, profitability or other similar targets set by the Board of Directors of the Company or the area of responsibility of the member of the Executive Team. A share-based scheme, such as share-based bonuses or options, can be used for long-term remuneration. The remuneration paid under the share-based incentive scheme can be paid after the end of the earning period as a combination of shares and money.
The salary of the members of the Group Executive Team consists of a monthly salary and fringe benefits. The members of the Group Executive Team are also entitled to short-term incentive schemes, the terms of which are decided annually by the Board of Directors.
In addition to the short-term incentive scheme, the Board of Directors has established a long-term share-based incentive scheme for the Executive Team.
Share-based incentive scheme
The members of the Executive Team belong to the share-based incentive scheme for the key personnel, the adoption of which was announced by the Company on 30 November 2018.
The third earning period of the share-based incentive scheme lasted 16 months, and it started on 1 December 2021 and ended on 31 March 2023. On 30 November 2021, NoHo Partners Plc announced the extension of the share-based incentive scheme aimed at the company’s key employees and the third earning period of the share-based remuneration scheme. According to the stock exchange release of 22 March 2022, the company’s Board of Directors decided to extend the third earning period of the long-term share-based incentive scheme for key personnel due to the restaurant restrictions tightened in December 2021. The earning criteria for the third earning period were based on NoHo Partners’ EBIT. The share-based incentive scheme covered eight members of the Executive Team in the third earning period. As a reward for the third earning period a total of 106,877 shares were paid in May 2023.
The fourth earning period of the share-based incentive scheme lasts 24 months, and it started on 1 January 2023, and ends on 31 December 2024. The reward criteria for the fourth earning period are based on NoHo Partners Plc’s profitable growth. There are ten participants in the long-term incentive plan’s fourth earning period. A maximum of 280,420 reward shares could be awarded for the fourth earning period. The value of the maximum reward at the average share price on the trading day on 21 December 2022 would be approximately EUR 2.0 million and, if the reward is fully paid in new shares, the maximum dilutive effect on the number of the company’s registered shares for the fourth earning period is 1.34%. The remuneration earned during the fourth earning period will be paid to the key personnel in spring 2025.
The terms and conditions of employment of the Group Executive Team
The length of the notice period for the members of the Executive Team is determined in accordance with the terms and conditions of their employment contract. The members of the Executive Team are entitled to a salary during the notice period.
The members of the Executive Team are entitled to a statutory pension.
Group Executive Team’s remuneration in 2023
The members of the Company’s Executive Team (excluding the CEO) have earned the following benefits (EUR 1,000) during the financial period 1 January–31 December 2023:
| Fixed salaries | 533 |
| Fringe benefits | 30 |
| Short-term remuneration paid | 78 |
| Share-based incentive scheme payments | 444 |
| Total | 1,085 |
The Group’s Executive Team consists of Aku Vikström, Jarno Suominen, Jarno Vilponen and Tuomas Piirtola.
The Executive Team’s fees include the fees of all the persons who were members of the Executive Team in 2023. The CEO’s and Deputy CEO’s remuneration are described in the Remuneration Report 2023.