Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Rectangle 212 + Rectangle 212 + Rectangle 212 Created with Sketch. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Twitter Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta.

Remuneration

Remuneration statement 

Remuneration Statement of Pöyry PLC (“Pöyry” or “company”) has been prepared pursuant to the Finnish Corporate Governance Code 2015. The Corporate Governance Code is publicly available on the website of the Securities Market Association at www.cgfinland.fi.

Pöyry’s Remuneration Statement includes the description of the decision-making procedure concerning the remuneration of the members of the Board of Directors (“Board”), the President and CEO, and the other executive management (part A) as well as description of the main principles of remuneration (part B). The Remuneration Report (part C) which discloses the remuneration paid during the previous financial period is presented on a separate page.

A. Decision-Making Procedure Concerning Remuneration

Describes the decision-making procedure concerning the remuneration of the Board members, the President and CEO, and other executive management.

Board of Directors 
The Annual General Meeting (“AGM”) decides on the remuneration and other financial benefits of the members of the Board and the committees of the Board annually based on a proposal by the Nomination and Compensation Committee (“NCC”).

President and CEO 
The remuneration of the President and CEO is decided and annually reviewed by the Board based on a proposal by the NCC.

Other Executive Management 
The remuneration of the members of Group Executive Committee (“GEC”) is decided and annually reviewed by the Board based on a proposal by the NCC. The President and CEO prepares the proposal for NCC.

Authorisations by Shareholders’ Meeting 
The AGM decides on the use of company’s shares for share based incentives and may authorise the Board to decide on the issue of shares and special rights entitling to shares (e.g. option rights). The information about the valid authorisations of the Board concerning the remuneration, as well as any decisions made by the Board as part of remuneration are described in the Remuneration Report.

B. Main Principles of Remuneration

Describes the main principles of remuneration relating to the remuneration of the Board members, the President and CEO, and other executive management.

Board of Directors 
The remuneration of the Board members, payable in cash, consists of annual fees based on memberships of the Board and its committees, and additional fees to the foreign residents of the Board. The Board members do not receive company’s shares as remuneration and they are not eligible for long-term or short-term incentive plans of Pöyry. The Board members do not participate in the other remuneration or pension schemes of the Company.

The AGM on 9 March 2017 resolved that the annual fees of the members of the Board are as follows:

Annual fee in EUR  
Chairman 65 000
Vice Chairman 55 000
Other Board members 45 000
Members of the Board committees 15 000

Additional fees. Based on the authorisation given by the AGM, the Board resolved to pay an additional fee of EUR 15 000 per annum to the foreign residents of the Board, and an additional fee of EUR 5 000 per annum to the foreign residents of the Board’s committees.

Expenses. The AGM resolved to compensate the members of the Board and the committees for their travelling expenses in accordance with the company's travel rules.

President and CEO
The principles of the President and CEO’s remuneration are described below:

Remuneration element Description
Annual salary Annual salary consists of three main elements: base salary, representation allowance and company car. All elements are stated in Swiss francs. Should the exchange rate of Swiss franc (CHF) to the Euro change significantly from the rate at the time of agreement, the base salary will be adjusted in a predetermined manner.
The President and CEO's annual salary totals CHF 569,400.
Variable pay The President and CEO is entitled to participate in Pöyry's variable pay schemes subject to the terms and conditions of such schemes in effect. 
Short term incentives (STI) The performance criteria on the basis of the STI payout consists of both Group and individual targets, and is predefined by the Board of Directors annually. The achievement of performance targets shall be evaluated annually by the Board on the basis of a proposal prepared by the NCC. At most, the STI payout may be a sum representing 100% of the President & CEO’s annual base salary.  Payment will be made in cash in April after the end of the performance year.
Long term incentives (LTI) The Board of Directors has the authority to decide on the long term incentives. The company does not currently have a LTI program in place under which allocations could be made. The earning periods of performance share plan 2014-2016 have ended. No rewards will be paid for earnings period of 2016. The Board of Directors resolved on a new share-based incentive plan for top management and key personnel
Pension Retirement age is 65. The President and CEO is covered by the Swiss statutory pension plan and by supplementary defined contribution pension plan, which provides a retirement benefit based on the accrued savings capital. The supplementary pension plan is financed in full by the employer and the contribution is 5,6% of insured salary. If the President and CEO's  contract ends before retirement age, he is entitled to retain the accrued savings.
Sign-on bonus A sign-on bonus consisting of a cash payment (CHF 100.000) and Pöyry shares (100.000 pcs) was paid to the President and CEO at the time of assuming his duties in accordance with his agreement.
Termination The agreement is effective for three years after assuming duties as the President and CEO. Six months before the expiry date the agreement can be extended and it will be made for the time being with a mutual twelve months notice period for termination without cause. The company is not entitled to terminate the agreement before the expiry date without cause, but it may at any time release the President and CEO from his duties. In such case the President and CEO is entitled to base salary and benefits until the expiry date, but not eligible for any unvested components.
The President and CEO has the right to terminate the agreement after one year from assuming the duties by giving twelve months notice. In such case the President and CEO is entitled to base salary and benefits on pro rata basis, but not eligible for any unvested components.
Non-competition The President and CEO has a non-competition period of six months after termination of the agreement. Provided that the company requests to comply with the non-compete undertaking and that the President and CEO fully complies with the request, he is entitled to receive compensation corresponding to six months base salary as in force at the time of termination.

Information on the shareholdings of the President and CEO at the end of the previous financial year can be found in the financial statements

Other Executive Management 
The principles of the GEC members’ remuneration are described below. The GEC consists of members from several countries. 

Remuneration element Description
Annual salary Annual salary consists of base salary, customary fringe benefits such as company car and phone, and other fixed compensation items according to local company and market practices. Each GEC member's annual salary package varies according to position and country where they reside.
Variable pay The GEC members are entitled to participate in Pöyry's variable pay schemes subject to the terms and conditions of such schemes in effect. 
Short term incentives (STI) The performance criteria on the basis of the STI payout is predefined by the Board annually. The mix of Group, business group and individual targets, and their threshold and maximum ranges, are defined based on the strategic targets. The maximum STI payout of the GEC members is 60-100% of annual base salary, depending on the position. Payment will be made in cash in April after the end of the performance year. 
Long term incentives (LTI) The Board of Directors has the authority to decide on the long term incentives. The company does not currently have a LTI program in place under which allocations could be made. The earning periods of performance share plan 2014-2016 have ended. No rewards will be paid for earnings period of 2016.
Pension The GEC members participate in local retirement programmes according to local market and company practice in the country where they reside. Additionally, Pöyry has subscribed supplementary defined contribution pension plans for the GEC members. 
Termination Notice period of GEC member is 6 months. The company may terminate the agreement with immediate effect. Typically GEC members are, in the event of termination by the company, entitled to 6 months' severance payments.

Information on the shareholdings of the members of the GEC  at the end of the previous financial year can be found in the financial statements

C. Remuneration Report

The Remuneration Report (part C) which discloses the remuneration paid during the previous financial period is presented on a separate page.

See also