Remuneration Back to Corporate governance Remuneration principles Remuneration of Etteplan Oyj governing bodies is based on the Remuneration Policy that was presented to the Annual General Meeting held on April 2, 2020. The Remuneration Policy is applied until the Annual General Meeting in 2024, unless the Board of Directors decides to present it to the General Meeting earlier. The principles guiding Etteplan’s remuneration are result-driven and performance-based remuneration, transparent and consistent remuneration practices and systems as well as competitive overall remuneration. The remuneration of Etteplan’s personnel is strongly guided by the performance-based remuneration which is applied throughout the organization. This has led to a personnel remuneration practice that is aligned with the interests of the Company and its shareholders and helps to engage and motivate key persons to operate in accordance with the shared goals. The same principles are observed in the remuneration practices of the CEO. However, variable remuneration components, i.e. an annual performance bonus and a long-term incentive plan reward, constitute a significant share of the CEO’s overall remuneration. This ensures maintaining a strong connection between the Company’s financial performance and CEO remuneration. The Board of Directors decides on the structure and details of variable remuneration components annually. The annual performance bonus and long-term incentive plan reward typically constitute approximately half of the CEO’s overall remuneration. The General Meeting shall decide on the remuneration payable for Board and Committee work as well as the basis for its determination. The Nomination and Remuneration Committee has been assigned the duty of preparing the remuneration of the Board. The Board of Directors shall decide on the remuneration of the CEO as well as other compensation payable to him or her. The compensation principles for the Management Group are determined by the CEO in cooperation with the Board of Directors. Etteplan Oyj's Remuneration Policy for Governing Bodies:Etteplan_Remuneration_Policy_for_Governing_Bodies.pdf Remuneration of the Board of Directors Decisions on the remuneration of the Board of Directors are made annually by the Annual General Meeting. According to the resolution made by the Annual General Meeting held on April 6, 2022 the annual remuneration of the Chairman of the Board is EUR 72,000 and of a member of the Board EUR 36,000. The annual remuneration is paid in cash. According to the resolution made by the Annual General Meeting held on April 6, 2022, the remuneration for the Chairmen of the Board of Directors as well as the Audit Committee and Nomination and Remuneration Committee is EUR 1,200 per meeting. The remuneration for each member of the Board of Directors as well as the Audit Committee and Nomination and Remuneration Committee is EUR 600 per meeting. This attendance remuneration is paid for each meeting the Chairmen or members attend. Daily allowances and travel expenses are paid to the Board members according to the Company’s travel policy. The annual remuneration of the Board of Directors is not paid partially in shares, share-based rights or in cash with an obligation to acquire Company shares. The members of the Board are not part of the Company’s long-term incentive plan and they have not received other financial benefits during the financial year of 2022. The members of the Board do not have an employment or service contract with the Company nor do they act as advisors for the Company. Remuneration of the CEO The CEO’s remuneration comprises a fixed annual salary (including car, phone and medical benefits) and variable remuneration components, i.e. an annual performance bonus and a long-term incentive plan reward. The share of the variable remuneration components was 45 per cent of the CEO’s overall remuneration in the financial period of 2022. The term of notice for the CEO is six months. In the event of dismissal, the CEO is at the most entitled to receive compensation equivalent to 18 months’ salary which includes the salary for a six-month term of notice. In the financial period of 2022, no additional accrual basis pension insurance policy was paid for the CEO. Annual performance bonus The annual performance bonus of the CEO consists of key targets based on the Group’s financial result and other financial and operative targets that are decided on annually by the Board of Directors. The maximum amount of annual performance bonus is 100 per cent of the annual salary. The annual performance bonus is always paid in the financial period following the earning period. In the financial period of 2022 the CEO received an annual performance bonus of EUR 337,725. The performance bonus was accrued in the financial period of 2021. The performance bonus was 82 per cent out of the maximum amount. The performance bonus comprises in full the variable remuneration components in the financial period of 2022. In the financial period of 2022 the structure of the annual performance bonus remained unchanged and the essential targets were updated. The possible bonus will be paid in the financial period of 2023. Share-based incentive plan The long-term remuneration of the CEO is based on a share-based incentive plan. The Board of Directors decides on the incentive plan in three year intervals, and it is based on the strategic development of the business operations of the Group, financial indicators and total shareholder return. In addition to remuneration, the objective of the program is to engage the CEO to the Company and align the interests of the CEO and shareholders. The potential reward of the plan will be paid in the financial year following the earning period. The CEO belongs to a share-based incentive plan for the Group key personnel that was established by the Board of Directors on May 5, 2020. The plan includes one earning period comprising calendar years 2020-2022. 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 a competitive reward plan based on holding the Company shares. The earnings criteria of the plan are Etteplan Group´s revenue increase and the development of Total Shareholder Return (TSR). Approximately 25 people belong to the plan, including the CEO and other Management Group members. The potential reward will be paid after the end of the earning period in 2023 partly in the Company's shares and partly in cash. 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 CEO belonged to share-based incentive plan established by the Board of Directors which was intended for key personnel and comprised the calendar years 2017-2019. The earnings criteria of the plan were Etteplan Group´s revenue increase and the development of Total Share-holder Return (TSR), and the plan included approximately 20 people. According to the decision of the Board of Directors the rewards paid on the basis of the plan corresponded to the value of an approximate maximum total of 260,000 Etteplan Oyj shares (including also the proportion to be paid in cash). The reward was paid in April 2020, and the CEO received according to the plan a total reward of EUR 321,512, constituting 20,901 Company shares and a cash reward intended to cover taxes and tax-related costs arising from the reward. The proportion of the share-based incentive plan reward was 71 per cent of the variable remuneration components in the financial period of 2020. Remuneration of the Management Group The remuneration of Management Group members comprises a fixed annual salary (including car, phone and medical benefits) and variable remuneration components, i.e. an annual performance bonus and a long-term incentive plan reward. The term of notice for Management Group members is at least four months. In the event of dismissal, Management Group members are at the most entitled to receive compensation equivalent to 10 months’ salary which includes the salary for a four-month term of notice. In the financial year of 2022, no additional accrual basis pension insurance policy was paid for the Management Group members. Annual performance bonus The annual performance bonus of Management Group members consists of key targets based on the Group’s financial result and other financial and operative targets that are decided on annually by the CEO and the Board of Directors. The maximum amount of annual performance bonus is 33-100 per cent of the annual salary. The annual performance bonus is always paid in the financial period following the earning period. In the financial year of 2022 Management Group members received an annual performance bonus of EUR 619,583 in total. The performance bonus was accrued in the financial period of 2021. In the financial year of 2022 the structure of the annual performance bonus remained unchanged and the essential targets were updated. The possible bonus will be paid in the financial year of 2023. Share-based incentive plan The long-term remuneration of Management Group members is based on a share-based incentive plan. The Board of Directors decides on the incentive plan in three year intervals and it is based on the strategic development of the business operations of the Group, financial indicators and total shareholder return. In addition to remuneration, the objective of the program is to engage Management Group members to the Company and align the interests of Management Group members and shareholders. The potential reward of the plan will be paid in the financial year following the earning period. Management Group members belong to a share-based incentive plan for the Group key personnel that was established by the Board of Directors on May 5, 2020. The plan includes one earning period comprising calendar years 2020–2022. 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 a competitive reward plan based on holding the Company shares. The earnings criteria of the plan are Etteplan Group´s revenue increase and the development of Total Shareholder Return (TSR). Approximately 25 people belong to the plan. The potential reward will be paid after the end of the earning period in 2023 partly in the Company's shares and partly in cash. The proportion to be paid in cash is intended to cover taxes and tax-related costs arising from the reward to the key personnel. Management Group members belonged to share-based incentive plan established by the Board of Directors which was intended for key personnel and comprised the calendar years 2017–2019. The earnings criteria of the plan were Etteplan Group´s revenue increase and the development of Total Share-holder Return (TSR), and the plan included approximately 20 people. According to the decision of the Board of Directors the rewards paid on the basis of the plan corresponded to the value of an approximate maximum total of 260,000 Etteplan Oyj shares (including also the proportion to be paid in cash). The reward was paid in April 2020, and the Management Group members received according to the plan a total reward of EUR 598,338, constituting 37,273 Company shares and a cash reward intended to cover taxes and tax-related costs arising from the reward. Remuneration report A remuneration report is updated regularly. Etteplan remuneration report 2022:Etteplan remuneration report 2022 Etteplan remuneration report 2021:Etteplan remuneration report 2021Etteplan remuneration report 2020:Etteplan_remuneration_report_2020.pdf Etteplan remuneration statement 2019:Etteplan_remuneration_statement_2019.pdf Etteplan remuneration statement 2018:Etteplan_remuneration_statement_2018.pdf Etteplan remuneration statement 2017:Etteplan_remuneration_statement_2017.pdf Etteplan remuneration statement 2016:Etteplan_remuneration_statement_2016.pdf Etteplan remuneration statement 2015:Etteplan_remuneration_statement_2015.pdf Etteplan remuneration statement 2014:Etteplan_remuneration_statement_2014.pdf Etteplan remuneration statement 2013:Etteplan_remuneration_statement_2013.pdf Etteplan remuneration statement 2012:Etteplan_remuneration_statement_2012.pdf Etteplan remuneration statement 2011:Etteplan_remuneration_statement_2011.pdf Etteplan remuneration statement 2010:Etteplan_remuneration_statement_2010.pdf Etteplan remuneration statement 2009:Etteplan_remuneration_statement_2009.pdf Reasons to invest in us See more Key financial data See more 5 year history Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of cash flows 5 year history Back to Key financial data EUR 1,000, Financial period Jan 1 – Dec 31 2022 2021 2020 2019 2018 Revenue 350,170 300,111 259,702 263,292 236,477 Change in revenue, % 16.7 15.6 -1.4 11.3 10.1 Operating profit (EBITA) 33,915 30,139 26,172 25,964 22,555 % of revenue 9.7 10.0 10.1 9.9 9.5 Operating profit (EBIT) 28,622 25,754 22,380 22,819 20,184 % of revenue 8.2 8.6 8.6 8.7 8.5 Profit before taxes 22,386 24,867 21,080 21,924 19,396 % of revenue 6.4 8.3 8.1 8.3 8.2 Profit for the financial year 18,151 20,044 17,077 17,387 15,280 Return on equity, % 17.7 21.6 20.8 24.1 24.4 ROCE, % 15.9 16.0 16.0 19.9 21.3 Equity ratio, % 38.2 39.7 40.5 38.9 42.9 Gross investments 40,940 30,582 29,697 36,908 16,527 % of revenue 11.7 10.2 11.4 14.0 7.0 Net gearing, % 66.8 48.6 46.6 52.6 29.8 Personnel, average 3,945 3,480 3,320 3,305 2,995 Personnel at year end 3,951 3,629 3,267 3,447 3,055 Employee benefits expenses 227,823 197,596 177,301 172,520 156,183 Back to Key financial data Read more Consolidated statement of comprehensive income Back to Key financial data EUR 1,000 Jan 1 - Dec 31, 2022 Jan 1 - Dec 31, 2021 Revenue 350,170 300,111 Other operating income 2,826 1,289 Materials and services -40,395 -31,685 Employee benefits expenses -227,823 -197,596 Other operating expenses -36,140 -28,527 Depreciation and amortization -20,018 -17,839 Operating profit (EBIT) 28,622 11.1% 25,754 8,6% Financial income 1,044 593 Financial expenses -7,280 -1,480 Profit before taxes 22,386 24,867 Income taxes -4,235 -4,823 Profit for the financial year 18,151 20,044 Other comprehensive income, that may be reclassified to profit or loss Currency translation differences -4,229 -589 Other comprehensive income, that will not be reclassified to profit or loss Change in fair value of equity investments at fair value through other comprehensive income -31 32 Other comprehensive income for the year, net of tax -2,900 -557 Total comprehensive income for the year 15,251 19,487 Profit for the financial year attributable to Equity holders of the parent company 18,151 20,044 Total comprehensive income attributable to Equity holders of the parent company 15,251 19,487 Earnings per share calculated from the profit attributable to equity holders of the parent company Basic earnings per share, EUR 0.73 0.80 Diluted earnings per share, EUR 0.73 0.80 The notes are an integral part of the Financial Statements. Back to Key financial data Read more Consolidated statement of financial position Back to Key financial data EUR 1,000 Dec 31, 2022 Dec 31, 2021 ASSETS Non-current assets Goodwill 105,385 92,380 Other intangible assets 32,745 28,807 Tangible assets 24,808 24,759 Investments at fair value through other comprehensive income 2,414 418 Other non-current receivables 1,016 54 Deferred tax assets 622 731 Non-current assets, total 166,990 147,150 Current assets Inventory 635 376 Work in progress 30,181 26,810 Trade and other receivables 62,405 47,988 Current tax assets 1,364 273 Cash and cash equivalents 19,564 30,356 Current assets, total 114,149 105,803 TOTAL ASSETS 281,138 252,953 EQUITY AND LIABILITIES Equity Share capital 5,000 5,000 Share premium account 6,701 6,701 Unrestricted equity fund 23,966 22,037 Own shares -1,059 -1,245 Cumulative translation adjustment -7,702 -3,473 Other reserves 103 133 Retained earnings 79,302 69,761 Equity, total 106,311 98,914 Non-current liabilities Deferred tax liabilities 9,758 7,408 Loans from financial institutions 47,852 30,350 Lease liabilities 8,478 8,777 Other non-current liabilities 33 827 Non-current liabilities, total 71,018 47,362 Current liabilities Loans from financial institutions 21,139 25,453 Lease liabilities 13,114 13,894 Advances received 2,856 3,891 Trade and other payables 63,532 61,673 Current income tax liabilities 3,168 1,766 Current liabilities, total 103,809 106,677 Liabilities, total 174,828 154,039 TOTAL EQUITY AND LIABILITIES 281,138 252,953 The notes are an integral part of the financial statements. Back to Key financial data Read more Consolidated statement of cash flows Back to Key financial data EUR 1,000 Jan 1 - Dec 31, 2022 Jan 1 - Dec 31, 2021 OPERATING CASH FLOW Cash receipts from customers 341,201 287,564 Operating expenses paid -306,220 -253,056 Operating cash flow before financial items and taxes 34,981 34,508 Interest and payment paid for financial expenses -1,721 -1,289 Interest received 113 80 Income taxes paid -5,277 -6,205 Operating cash flow (A) 28,095 27,093 INVESTING CASH FLOW Purchase of tangible and intangible assets -1,711 -2,157 Acquisition of subsidiaries, net of cash acquired -20,871 -14,255 Proceeds from sale of tangible and intangible assets 52 17 Proceeds from repayment of loans 0 73 Investing cash flow (B) -25,526 -16,321 Cash flow after investments (A+B) 2,570 10,772 FINANCING CASH FLOW Proceeds from directed share issue 0 1,936 Purchase of own shares 0 -1,382 Issue of new current loans 13,144 6,941 Repayments of current loans -32,534 -30,060 Issue of new non-current loans 27,999 37,503 Repayments of non-current loans -16 -6 Payment of lease liabilities -12,657 -11,478 Dividend paid -9,970 -8,461 Financing cash flow (C) -14,034 -5,007 Variation in cash (A+B+C) increase (+) / decrease (-) -11,464 5,765 Assets at the beginning of the financial period 30,356 24,407 Exchange gains or losses on cash and cash equivalents 672 184 Assets at the end of the financial period 19,564 30,356 The notes are an integral part of the Financial Statements. Back to Key financial data Read more Reports & presentations Browse reports and presentations Investor calendar Read more Share information See more Share information Share monitor Investment calculator Historical share prices Dividend and payment history Major shareholders Flaggings Etteplan Oyj's rights issue 2016 Share information Read more Share monitor Read more Investment calculator Read more Historical share prices Read more Dividend and payment history Read more Major shareholders Read more Flaggings Read more Etteplan Oyj's rights issue 2016 Read more Corporate governance See more General meeting Articles of association Board of Directors Nomination and Remuneration Committee Audit Committee CEO and Management group Risk management Insider management Transactions of managers Audit Communications General meeting Read more Articles of association Read more Board of Directors Read more Nomination and Remuneration Committee Read more Audit Committee The Board of Directors of Etteplan Oyj has appointed an Audit Committee among the Directors. The Board has confirmed the central duties and operating principles of the committee in a written charter. The Audit Committee reports regularly on its work to the Board. Read more CEO and Management group Read more Risk management Read more Insider management Read more Transactions of managers Read more Audit Read more Communications Read more Investor contacts & analyst coverage see more
