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Compensation

Board of Directors

The General Meeting decides on the remuneration paid to the Board of Directors and auditors. The Board decides on the service terms and conditions of the CEO, specified in writing. The compensation principles of the top management are decided by the Board. The Board annually approves the personnel incentive scheme.

The Annual General Meeting resolved on March 15, 2016, to compensate the members of the Board according to the following:

  • members EUR 27,500 per year;
  • Vice Chair EUR 32,000 per year and
  • Chair EUR 55,000 per year.

In addition, chairmen of the Board of Directors and its committees shall receive EUR 500 per attended meeting and members of the Board of Directors and its committees shall receive EUR 400 per attended meeting. Out of the annual remuneration to be paid to the Board members, 40 per cent of total gross compensation amount will be used to purchase Basware Corporation's shares at trading on regulated market organized by Nasdaq Helsinki Ltd. However, this only concerns Board members whose ownership of Basware Corporation is less than 5,000 shares. The purchase of shares will take place as soon as possible after the decision by the General Meeting. Shares received as remuneration may not be sold or otherwise transferred during a period of two years. This restriction does not concern persons who are no longer Board members. Travel expenses of the members of the Board of Directors are reimbursed in accordance with the company's travel policy.

CEO

The Board decides on the service terms and conditions of the CEO, specified in writing.

Currently the CEO has:

  • 6 months’ period of notice and salary for the period of notice should the Company give notice, in addition to which he is entitled to severance pay equivalent of 12 months’ fixed salary,
  • 6 months’period of notice and salary for the period of notice should the person resign himself, no additional compensation is paid,
  • 12-month prohibition of competition as of the termination of employment on the part of the company
  • 24-month prohibition of competition as of the termination of employment on the part of the CEO
  • retirement age and pension benefits pursuant to the Employees’ Pensions Act (TyEL).

The short-term remuneration of the CEO is comprised of salary, fringe benefits and a possible annual bonus based on performance. The CEO’s long-term remuneration consists of a share-based incentive scheme. The bonus is determined on the basis of the attainment of goals related to the company's growth and profitability according to its strategy, and personal objectives. The Board of Directors monitors the fulfillment of the performance and result criteria of the incentive scheme twice a year and approves the bonus to be paid at each time.

The salary of CEO Esa Tihilä’s for the period January 1-December 31, 2014, including benefits, was EUR 300.020,00. Salary in money was EUR 286.280,00 and fringe benefits total EUR 13.740,00. No bonuses were paid at 2014. The incentives, based on the share-based incentive scheme and its earning period 2012, were paid in early 2015.

Remuneration of the Executive Team

The compensation principles of the top management are decided by the Board. The short-term remuneration of the top management consists of salary, fringe benefits and a possible annual bonus based on performance. The top management’s long-term remuneration consists of a share-based incentive scheme. The bonus based on performance is no more than 50 percent of annual basic salary. The bonus is determined on the basis of the attainment of goals supporting to the company's growth and profitability according to its strategy, and personal objectives. The Board of Directors monitors the fulfillment of the performance and result criteria of the incentive scheme twice a year and approves the bonus to be paid.

In December 2014, the members of Executive Team, excluding CEO, were paid in salaries and fringe benefits totaled to EUR 1.340.023,74. Salary in money was EUR 1.214.657,45 and fringe benefits totaled EUR 62.995,86. As bonus was paid EUR 62.370,43. The incentives, based on the share-based incentive scheme and its earning period 2012, were paid in early 2015.

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