The remuneration of the members of the Corporate Management Committee consists of a fixed monetary salary, individually agreed customary fringe benefits (such as a mobile phone, a car and housing and medical benefit as well as relocation cost coverage where applicable), an annual performance bonus as well as long-term remuneration schemes where directed to the members of the Corporate Management Committee. The members of the Corporate Management Committee may be paid separately agreed severance compensations, typically equaling 6-12 months’ salary. The Corporate Management Committee members do not have any individual pension arrangements, instead they are covered by the pension systems of their domiciles in accordance with local practices.
In the performance bonus scheme, the remuneration of the members of the Corporate Management Committee (excl. the CEO) is based on their achievement of the performance target measures as annually determined by the Board of Directors. The performance period equals each financial year. For the financial year 2021, the Corporate Management Committee members' performance target measures are confirmed in four areas: EPRA EPS, selling, general & administrative expenses management, EPRA Operating profit and personal performance targets. The target measures carry 30–40% weight, as individually determined by the Board of Directors. During a vesting period of the performance bonus scheme, the Board of Directors may, at its sole discretion, amend the terms and conditions of any remuneration plan in such a manner that no considerable unjust enrichment shall occur or even reclaim the reward, if necessary.
Following each performance period, the Board confirms, on the basis of a proposal by the Board’s Nomination and Remuneration Committee, the extent to which the performance criteria have been reached and the amount of performance bonuses to be paid to each member of the Corporate Management Committee. The maximum bonus amount payable based on the annual performance bonus scheme is 50–60% of the gross annual salary for each member of the Corporate Management Committee. The performance bonus of a Corporate Management Committee member is determined based on the monetary salary of the last month of the calendar year, the performance of which is the basis of the bonus. Bonuses shall be paid in March of the year following the review period.
| BENEFITS OF THE MEMBERS OF THE CORPORATE MANAGEMENT COMMITTEE 2020 (excluding the CEO) |
Total |
|---|
| Annual salaries (EUR) |
941 363 |
| Fringe benefits (EUR) |
140 048 |
| Performance Bonuses for the previous year (EUR) |
334 748 |
| Long-term incentives shares (pcs) |
24 429 |
Long-term incentive plans targeted at the management committee (excluding the CEO):
- CFO Restricted Share Plan 2021-2024
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The new CFO Restricted Share Plan 2021-2024 includes three vesting periods ending on 1 August 2022, 2023 and 2024. The rewards to be paid on the basis of the plan correspond to the value of a total of 45,000 Citycon shares including also potential cash proportion to be used for taxes and tax-related costs. The rewards from the plan will be paid in three equal instalments, after the end of each vesting period, unless the CFO has terminated his director contract.
The aim of the new plan is to combine the objectives of the shareholders and the incoming CFO in order to increase the value of the company in the long-term, to retain the CFO at the company, and to offer him a competitive reward plan based on receiving and accumulating the company's shares.
- Matching Share Plan 2022—2024
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The Matching Share Plan 2022—2024 includes three matching periods, financial years 2022—2023, 2023—2024, 2024—2025. The prerequisite for participation in this plan and for reward payment is that a key employee invests in the company’s shares a pre-determined percentage of the bonus earned from the company’s performance bonus scheme during the calendar year preceding a matching period (the “Share Ownership Prerequisite”). If a key employee´ s Share Ownership Prerequisite is fulfilled and his or her employment or service is in force with a Citycon group company upon reward payment, he or she will receive free matching shares for shares subject to the Share Ownership Prerequisite.
The Matching Share Plan 2022–2024 is directed to the members of the Corporate Management Committee of Citycon Oyj (excluding the CEO and the CFO). The net rewards to be paid on the basis of this plan from the matching period 2022—2023 correspond to the value of an approximate maximum total of 16,100 Citycon Oyj shares. In addition, a cash proportion is included in the reward to cover taxes and tax-related costs arising from the reward to the participant. The rewards from the matching period 2022—2023 will be paid in 2024.
- Performance Share Plan 2020–2022
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The Performance Share Plan 2020–2022 includes three performance periods, each of them three years, spanning from March 2020, 2021 and 2022 until the end of February 2023, 2024 and 2025, respectively. The rewards payable are based on the participants achieving the strategic individual criteria set for each performance period.
The Board of Directors shall confirm the participants, determine their individual performance criteria and the amount of maximum reward for each performance period, denominated in a gross number of Citycon shares including possible cash proportions for taxes and tax-related costs. The rewards to be paid on the basis of the performance share plan 2020–2022 shall correspond to the value of a maximum total of 150,000 Citycon Oyj shares including any cash proportion for taxes and tax-related costs.
The Board of Directors has resolved on the participants for the two first performance periods and the individual performance criteria based on their areas of responsibilities. The rewards to be paid based on the first performance period correspond to the value of an approximate maximum total of 30,000 shares.
The terms and conditions of the performance share plan 2020–2022 can be found here.
- Matching Share Plan 2018–2020
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The matching share plan 2018–2020 includes three matching periods, calendar years 2018–2019, 2019–2020, 2020–2021. The prerequisite for participation in the plan and for reward payment is that a key employee invests in the company’s shares a pre-determined percentage of the bonus earned from the company’s performance bonus scheme during the calendar year preceding a matching period. If a key employee´s share ownership prerequisite is fulfilled and his or her employment or service is in force with a Citycon group company upon reward payment, he or she will receive free matching shares for shares subject to the share ownership prerequisite.
The rewards to be paid on the basis of the matching share plan correspond to the value of an approximate maximum total of 40,000 Citycon Oyj shares. The rewards from the first two matching periods (2018–2019, 2019–2020) amount to 26,499 shares in total and in addition, a cash portion to cover tases and tax-related costs was included.
The terms and conditions of the matching share plan 2018–2020 can be found here.
