Harvia’s remuneration principles apply to the entire personnel of the company. Key principles of remuneration at Harvia are that remuneration is transparent, market-oriented, and that it rewards good performance.
The company’s remuneration policy aims to encourage and reward the management for operating in accordance with the set strategy and rules, and to motivate them to contribute to the success of the company. Well-functioning and competitive remuneration is an essential tool for engaging competent directors and executives for the Company. This, in turn, contributes to the financial success of the Company and the implementation of good corporate governance.
Remuneration supports the execution of the company’s strategy and promotes long-term profitability and the company’s competitiveness.
The 2024 remuneration policy was presented to Harvia’s Annual General Meeting 2024, held on 26 April 2024, for an advisory vote. The Annual General Meeting resolved to reject the revised remuneration policy for the company’s governing bodies. Harvia adheres to the remuneration policy presented to the 2024 Annual General Meeting until a revised remuneration policy has been discussed at the next General Meeting.
Remuneration report 2023
Remuneration report 2022
Remuneration report 2021
Remuneration report 2020
Remuneration report 2019
Remuneration report 2018
In accordance with the Limited Liability Companies Act, the shareholders decide on the remuneration of the members of the Board of Directors in the Annual General Meeting. The task of drafting the proposal for the remuneration of the members of the Board of Directors has been assigned to the Shareholders’ Nomination Board, established following the decision of the Annual General Meeting 2020.
Remuneration of the Board of Directors
Harvia’s Annual General Meeting held on 26 April 2024 resolved that a monthly remuneration be paid to the members of the Board of Directors as follows:
The remuneration of the Board committee members is paid as meeting fees as follows: EUR 1,000 per meeting for the chair of the committee and EUR 600 per meeting for the other members. The remuneration for the Board committee work is paid fully in cash.
The monthly remuneration of the Board members be paid in company shares and in cash in such a way that 40% of the total monthly remuneration will be paid in company shares purchased at a price determined in public trading on Nasdaq Helsinki Ltd and 60% will be paid in cash. All the remuneration shares will be acquired within two weeks from the day following the publication of the company’s interim report for the period 1 January–31 March 2024. The company acquires the shares to the account of the members of the Board of Directors and will pay any trading costs and transfer tax related to the purchase of the shares. In case the remuneration cannot be paid in the company’s shares due to legal or other regulatory restrictions or due to other reasons related to the company or a member of the Board of Directors or if the payment of the remuneration in shares would prove to be unreasonably difficult in practice, the remuneration will be paid in cash.
A member of the Board of Directors may not assign the shares received as remuneration for Board membership in 2024 until two years have passed since the date of the receipt of the shares.
The members of the Board of Directors who live outside Finland will be paid EUR 900 for each meeting if the member travels to Finland only for that meeting. The fee will be paid in cash. When the member of the Board of Directors attends the meeting by telephone or other electronic means, no such separate fee will be paid for that meeting. No fee is paid for decisions made without convening a meeting.
The travel expenses of the members of the Board of Directors are compensated in accordance with the company’s travel policy.
The members of the Board of Directors are not included in Harvia’s short- or long-term incentive programs. The Board members have not received any rewards from other Harvia Group companies.
Read more about remuneration of the Board of Directors in the Remuneration report 2023.
The Board of Directors determines the salary, bonuses and other benefits of the CEO. The remuneration of the CEO consists of a fixed monthly salary, fringe benefits, and performance-based incentive programs.
As of 1 April 2024, the monthly salary of CEO Järnefelt is EUR 40,000. The CEO is entitled to a company car in accordance with the company’s car policy as well as a company mobile phone.
The purpose of Harvia’s short-term incentive program is to support the achievement of the company’s short-term financial and strategic objectives. The CEO’s performance targets are set by the company’s Board of Directors. The criteria defined by the Board of Directors can take into account the personal objectives of the CEO, the company’s revenue, operating profit, customer retention, efficiency of operations, employee satisfaction, the progress of product development and product-group specific growth. The performance period for the CEO’s short-term incentive program is one year. The bonus payable to the CEO in accordance with the remuneration policy can account for a maximum of 100 percent of the fixed annual salary (gross).
In addition, the CEO is part of a performance bonus system that covers the entire personnel of Harvia’s companies in Finland. In the system, the performance bonus is a maximum of six percent of the annual salary, based on the achievement of certain profitability targets.
The CEO is covered by the share-based long-term incentive program for Harvia’s CEO, Management Team and selected key personnel for the 2023–2025 and 2024–2026 performance periods. The number of Harvia shares payable to the CEO for the performance period 2023–2025 can be no more than 13,835 shares (gross) and for the performance period 2023–2025 a maximum of 11,893 shares (gross). The program is explained below in the section Share-based incentive program.
Read more about the remuneration of Harvia’s CEO in the Remuneration report 2023.
The CEO’s contract contains a mutual six-month period of notice, and a 12-month non-compete period upon its termination. If the company terminates the contract of employment, the CEO is entitled to a severance payment corresponding to six months’ full salary.
The CEO’s retirement age is subject to the applicable legislation.
The Board of Directors determines the salary, bonuses and other benefits of the other Management Team members. The remuneration of the Management Team members consists of a fixed monthly salary, fringe benefits, and performance-based incentive programs.
Under the 2023 program, the performance bonuses of Harvia’s Management Team are based on personal targets and the Management Team’s shared profitability target set for the financial year. The fulfilment of these conditions supports Harvia’s long-term financial success.
The maximum performance bonus payable to the other Management Team members for the financial year 2023 is equivalent to three to four months’ full salary, depending on the member in question. Of the maximum amount, the weighting of personal targets is one third and that of the profitability target is two thirds.
In addition, members of the Management Team employed by Harvia Plc, Harvia Group Oy or Harvia Finland Oy are part of a personnel-wide performance bonus system where the performance bonus is a maximum of six percent of annual salary, based on the achievement of certain profitability targets.
Remuneration paid to the Management Team members in 2023, EUR
| Fixed salaries1) | Variable short-term performance bonuses paid for 20222) | Rewards paid under the performance bonus system for 2022 | Rewards paid under the long-term share-based incentive program 2020–2022 3) | Total |
| 1,337,540 | 55,575 | 39,232 | 454,769 | 1,887,116 |
1) Including fringe benefits.
2) For the financial year 2022, the other Management Team members were paid a maximum performance bonus corresponding to two months’ full salary, as well as a personal target bonus corresponding to one month’s full salary.
3) Gross value of the rewards. The other Management Team members were paid a total of 23,788 shares (gross), and the value of the shares on the date of payment was EUR 22.487 per share (mean price on 30 May 2023). Withholding tax and possible other applicable contributions were deducted from the gross earnings, and the remaining net amount was paid in shares.
Key terms of employment of other members of the Management Team
The period of notice for other members of the Management Team varies between three to six months. Members of the Management Team are entitled to a salary from their period of notice. Management Team members are entitled to a statutory pension and their retirement age is determined within the framework of the work pension system. In 2023, seven members of the Management Team had a car benefit and two members had a company apartment.
The Board of Directors of Harvia Plc decided on 21 May 2018 to establish a new share-based long-term incentive program. The purpose of the long-term incentive program is to support the implementation of the company’s strategy, to align the objectives of the management and the company’s shareholders to increase the value of the company, to improve the performance of the company and to strengthen the commitment of the management to the company.
For each performance period, the Board of Directors will separately decide the program participants, performance criteria and related targets, as well as the minimum, target and maximum reward potentially payable to each participant based on target attainment. The payment of rewards based on the performance criterion concerning organic growth requires that Harvia achieves a certain EBIT margin in the performance period.
If the targets of the incentive program are reached, the rewards will be paid in shares or in some situations in cash during the spring following the end of the given performance period. The program has no commitment period or terms and conditions associated with the number of shareholdings.
The total number of shares for the performance periods represents gross earning, from which withholding tax and possible other applicable contributions are deducted, and the remaining net amount is paid in shares. However, the company has the right to pay the reward fully in cash under certain circumstances.
Summary
| Performance period | Targets | Gross earning, maximum total | Payment date |
| 2020–2022 | Absolute total shareholder return, organic revenue growth | 35,809 | Spring 2023 |
| 2021–2023 | Absolute total shareholder return, organic revenue growth, sustainability (sustainability strategy and metrics) | 33,500 | Spring 2024 |
| 2022–2024 | Absolute total shareholder return, organic revenue growth, sustainability (reducing CO2 emissions) | 73,600 | Spring 2025 |
| 2023–2025 | Absolute total shareholder return, organic revenue growth, reducing CO2 emissions | 61,600 | Spring 2026 |
| 2024–2026 | Total shareholder return, revenue growth, reducing CO2 emissions | 68,100 | Spring 2027 |
The payment of rewards based on the performance criterion concerning revenue growth requires that Harvia achieves a certain EBIT margin in the performance period.
