Nurminen Logistics Plc complies with the Finnish Corporate Governance Code 2010 adopted by the Securities Market Association and effective from 1 October 2010. This Remuneration Statement is drawn up in accordance with Recommendation 47 of the Corporate Governance. The Statement is updated according to the company practice at certain intervals so that the information on the website is as up-to-date as possible.

The Code is publicly available on www.cgfinland.fi.

Board of Directors

Decision-making process and main principles of remuneration

The Annual General Meeting of Shareholders decides on the fees of the members of the Board of Directors. None of the Board members is employed by the company and thus they do not receive from the company compensations that are not related to their position as Board members without a separate agreement. The company has a consultation agreement on corporate acquisition with Chairman of the Board Olli Pohjanvirta´s controlling interest corporation ETL Holding Oy. Based on that agreement the company paid to ETL Holding Oy in 2011 EUR 30,328,90.

The company does not have an option scheme and the Board members are not entitled to pension benefits from the company.

Fees of the members of the Board of Directors

The Annual General Meeting of Shareholders (23 April 2012) decided to pay annual remuneration of EUR 80,000 to the Chairman of the Board and EUR 15,000 to the other members of the Board and in addition a fee of EUR 700 per meeting to each member of the Board. It was decided to compensate the travel and other expenses of the members of the Board in accordance with customary practice. 50 per cent of the annual remuneration will be paid in the form of Nurminen Logistics Plc's shares and the remainder in money. A member of the Board of Directors may not transfer shares received as annual remuneration before a period of three years has elapsed from receiving shares.

* Member of the Board until 6 April 2011.
** Member of the Board as of 6 April 2011.

President and CEO and Executive Board

Decision-making process and main principles of remuneration

The President and CEO's and the Executive Board's compensation, incentive plans and their grounds are decided by the Board of Directors. The Board of Directors also decides on incentive plans of the top management and key personnel, unless they are according to the law decided by General Meeting.

The remuneration of the President and CEO and other members of the Executive Board comprises of monthly salaries, annual bonuses and a long-term share-based incentive plan. 

 The short-term incentive that ran until 31 December 2011 was based on business performance and paid as a percentage value of the annual operating profit exceeding target operating profit.  The bonus was not limited.  This short-term incentive has been replaced by a new short-term incentive for the Group key personnel, the annual bonus of which is based on the economic success of the company. The business performance of the Group and the business segment as well as the personnel objectives are used as gauges. The maximum annual bonus of the President and CEO is the amount corresponding to 75 % of the annual salary. The maximum annual bonus of other members of the Executive Board is the amount corresponding to 50 % of the annual salary.

In addition the company has a long-term share-based incentive plan for the Group key personnel. The aim of the plan is to combine the objectives of the shareholders and the key personnel in order to increase the value of the company, to commit the key personnel to the company, and to offer them competitive reward plan based on holding the company shares.

The plan includes one earning period, calendar years 2011–2012. The earnings criteria of the earning period 2011–2012 are the Nurminen Logistics Group´s net sales and operating profit. 

The potential reward from the earning period 2011–2012 will be paid partly in the company’s shares and partly in cash in 2013. The proportion to be paid in cash is intended to cover taxes and tax-related costs arising from the reward to the key personnel. The shares cannot be transferred during a one-year restriction period. If a key person’s employment or service ends during the restriction period, he or she must gratuitously return the shares given as reward to the company. Approximately 15 people, members of the Executive Board included, belong to the target group of the plan.
The net rewards to be paid on the basis of the plan equal to a maximum total of 300,000 Nurminen Logistics Plc shares.

The short-term and long-term incentive systems are designed to attract the best possible management, motivate the management and thus support and contribute to the long-term financial success and profitability of the company.

Salaries and fees

M.Sc. (Econ.) Lasse Paitsola acted as the company´s President and CEO until November 25, 2010. According to the Service Agreement between the company and  President and CEO Lasse Paitsola, either party was entitled to  terminate the Service Agreement by six months´ prior notice, during which time full salary and benefits were agreed to be  paid. In addition to this, in the event that the company would terminate the contract, the President and CEO was entitled to compensation equivalent to six month´s salary.  President and CEO Lasse Paitsola had statutory pension coverage and the right to retire at the age of 62.

In 2011 Lasse Paitsola ´s salary and benefits amounted to EUR 262,923.  

The company´s current CFO Antti Sallila was between 25 November 2010 and 30 April 2011 appointed  as the acting CEO of the company In 2011 Antti Sallila´s salary and benefits as of 1 January 2011 until 30 April 2011 amounted to EUR 69,495.

According to the Agreement between the company and acting CEO Antti Sallila, either party was entitled to terminate the Agreement by six months prior notice, during which time full salary and benefits were agreed to be paid. The acting CEO had statutory pension coverage and age of retirement.

M.Sc. (Tech.) Topi Saarenhovi has served as the President and CEO of the company since 1 May 2011. According to the Service Agreement between the company and the President and CEO, either party may terminate the Service Agreement by six month´s prior notice, during which time full salary and benefits are paid. In addition to this, in the event that the company terminates the contract for reasons other than material breach of the President and CEO, the President and CEO shall be paid compensation equivalent to six months´ salary. The President and CEO has statutory pension coverage and age of retirement.

In 2011 Topi Saarenhovi´s salary and other benefits amounted to EUR 152,000.

In 2011 the salary and other benefits of the Executive Board members excluding the President and CEO during May 1 – December 31 and the acting CEO during January 1 – April 30 amounted to a total of EUR 550,799. The short-term incentives, based on the performance in 2011 and paid in January 2012 to the members of the Executive Board excluding the President and CEO amounted to a total of EUR 44,782. The appointment of Antti Sallila as the acting CEO of the company between 1 January 2011 and 30 April 2011 had no influence on the amount of the short-term incentive paid to him as member of the Executive Board.