METSÄ BOARD Annual review 2024
3. Remuneration
Salaries and remuneration to the CEO and other members of the Corporate Management Team
Other Management Team
Other Management Team
CEO
CEO
Business operations and value creation 2 This is Metsä Board 4 CEO’s review 6
EUR thousand
2024
2023
2024
2023
Accounting principles Short-term employee benefits
Salaries and remuneration Basic salary including fringe benefits Short-term performance bonus 1) Long-term share-based incentive 2)
563
545
1,170
1,392
62
43
136 837
Liabilities related to wages, including annual leave wages, which are expected to be paid in full within 12 months from the end of the period during which the work that is the basis for them is performed, are recorded for the work performed by the end of the reporting period and are valued at the amount that is expected to be paid. Liabilities are presented in the balance sheet as short-term obligations arising from employment benefits.
442
563 1,171
439
Total
1,005
1,652
2,365
Strategy and financial targets
8
Value creation
The principles for preparing share-based payments are presented in note 3.3 and retirement benefit obligations in note 3.4.
Pension Costs Supplemental defined benefit pension plan
642
520
Financial development 10 Key figures 12
Defined contribution plans
87
92
190 190
245 245
Total
729
612
Salaries and remuneration as well as pension costs in total
1,734
1,783
1,843
2,610
3.1 Employee costs
3.2 The management’s salaries, remuneration and pension expenses Key management includes members of the Board of Directors as well as Corporate Management Team. The salaries and bonuses of key manage- ment personnel are presented on an accrual basis.
Report of the Board of Directors
1) 2024 amount refers to performance in 2024; 2023 amount refers to performance in 2023 2) Includes the cost impact for the financial year from several different programs.
20 20 37 70 89 96
• Sustainability statement
EUR million
2024 -122.9
2023 -119.6
General information
Short-term employee benefits
E – Environment
Share-based payments
-1.5
-2.2
Pension costs
S – Social responsibility
The monthly salary of CEO Mika Joukio is EUR 44.699. The salary includes car and phone benefits and extended insurance cover for travel and accidents. In 2023 and 2024, the reward option for the CEO’s short-term compensation plan was at the target level of 30% and at the maximum level of 75% of the fixed annual salary. In 2023 and 2024, the reward option for the short-term compensation plan for members of the Management Team was at the target level of 20 or 25% and at the maximum level of 50 or 62.5% of the fixed annual salary. The Board of Directors decides on the criteria of the short-term remu- neration system. Remuneration is based on defined financial criteria and targets supporting strategy. Share based incentive schemes and the shareholding programme for Corporate Management Team are presented in Note 3.3. The CEO’s mutual term of notice is six months. In case the CEO contract is terminated by the Board of Directors, the CEO is entitled to receive discharge compensation equal to his 12-month salary. The period of notice for other members of Corporate Management Team is six months. Corporate Management Team members are entitled to additional mainly severance compensation of six month salary in
case of employment termination on grounds not related to the affected Management Team member. The CEO is covered by statutory employee pension scheme. This offers pension benefits based on term of service and renumeration earned as prescribed in applicable legislation. Through supplementary pension arrangements, the CEO is entitled to retire at the age of 62 years. His pen- sion will be equal to 60% of his salary at the time of retirement calculated in accordance with Finnish pension legislation and based on the calculation period of five years immediately preceding retirement. In case the CEO’s contract is terminated prior to retirement, the pension earned by the CEO becomes vested. The Corporate Management Team members have no pension arrange- ments differing from statutory pensions. The Group has no off balance sheet pension liabilities on behalf of management. Key management had no loans outstanding from the company or its subsidiares and there were no guarantees given on behalf of key management.
Defined benefit plans
-0.4
-0.6
G – Governance
The management’s salaries, remuneration and pension expenses
Defined contribution plans
-24.1 -52.7 -77.2
-22.9 -54.2 -77.7 -199.5
Annexes to the Sustainability statement
Other social security costs Social security costs total
EUR million
2024
2023
Total
-201.6
98 Consolidated financial statements 102 Notes to the consolidated financial statements 150 Parent company financial statements 153 Notes to the parent company financial statements 166 The Board’s proposal to the Annual General Meeting for the distribution of funds 167 Auditor’s Report 171 Sustainability statement assurance report 173 Shares and shareholders 177 Ten years in figures 178 Taxes 179 Production capacities 181 Calculation of key ratios and comparable performance measures Corporate governance 183 Corporate governance statement 190 • Board of Directors of Metsä Board 194 • Corporate Management Team of Metsä Board
Short-term employee benefits
1.8 0.9
2.1 1.4
Share-based payments (long-term remuneration)
Pension costs Defined benefit plans
0.6 0.3 3.6
0.5 0.3 4.4
Defined contribution plans
Total
Remuneration paid to the members of the Board of Directors of the parent company and their shareholding Shareholding shares Remuneration Remuneration Pensions, Defined contribution
Pensions, Defined contribution
EUR thousand
2024
2024
2023
2024
2023
Ilkka Hämälä
301,849
115 102
113 98
21 19
19 18
Jussi Linnaranta
42,251
Hannu Anttila (until 26 March 2024) Leena Craelius (from 26 March 2024)
6
81
1
4,761
78 83 83 83 84 84 84
14 15 15 14 14 15 15
Raija-Leena Hankonen-Nybom
22,653 19,269 22,044 13,446 9,813 14,221
92 80 80 81 75 76
15 15 13 14 14 13
Erja Hyrsky Jukka Moisio Mari Kiviniemi
Mikko Mäkimattila (from 23 March 2023) Juha Vanhainen (from 23 March 2023) Timo Saukkonen (until 23 March 2023) Veli Sundbäck (until 23 March 2023)
6 6
1
Total
450,307
802
787
142
122
Metsä Board’s Annual General Meeting 2024 decided, that about one half of the remuneration will be paid in cash while the other half is paid in company’s B shares. The remuneration of the Management Team consists of a fixed monthly salary and remuneration based on short-term and long-term remuneration schemes. The CEO is also covered by a defined benefit pension plan.
196 Remuneration report 201 Investor relations and investor information
108
109
Consolidated financial statements | METSÄ BOARD ANNUAL REVIEW 2024
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