Executive Management

Chief Executive Officer (CEO)

The Board of Directors appoints and dismisses the CEO. The Board of Directors determines the CEO’s financial benefits within the framework of the remuneration policy presented to the General Meeting, as well as other terms and conditions of the CEO’s service relationship. The terms of the CEO’s service are specified in a written CEO agreement.

The CEO leads, directs, and supervises the company’s daily operations in accordance with the instructions and decisions of the Board, the corporate governance principles, applicable policies, the approval and authorization matrix, and other guidelines. The CEO serves as the chair of the Group’s executive management team and makes decisions essential to the company’s daily business operations. The CEO is responsible for the company’s ongoing administration and ensuring that its accounting complies with the law and that its financial management is reliably arranged. The CEO’s responsibilities are primarily governed by the Companies Act.

The CEO must provide the Board of Directors and its members with the necessary information to fulfill their duties. Matters of significant importance to the company or the entire group, which cannot be considered part of the company’s ordinary administration, must be brought to the Board of Directors for decision-making.

The CEO prepares matters for the Board of Directors’ decision, develops the group in line with the objectives agreed with the Board of Directors, and ensures the proper implementation of the Board of Directors’ decisions. The CEO is not a member of the Board of Directors’ but participates in meetings of the Board of DIrectors and has the right to speak in them.

Group’s Executive Management

The group’s Executive Management assists the CEO in operational planning, management, and decision-making. It also prepares matters to be discussed by the Board of Directors and supports the CEO in implementing the Board of Directors’ decisions and the company’s strategy. Executive Management handles matters related to business operations, development, and oversight.

The Executive Management consists of the CEO and members appointed by the Board of Directors upon the CEO’s proposal. Each member has a designated area of responsibility. The Board of Directors approves the terms and conditions of the employment or service contracts of the Executive Management members, as well as any changes to them and significant modifications to their roles.

The responsibilities and duties of the Executive Management are based on the company’s management system, and the team does not have any statutory or Articles of Association-based authority. Executive Management convenes regularly according to a predetermined schedule, and minutes are kept for each meeting.

Remuneration of the President and CEO and Management Team

The President and CEO’s remuneration is comprised of a fixed basic salary

and fringe benefits (telephone benefit and car benefit in accordance with GRK’s car policy, housing benefit) as well as variable, performance-based short-term and long-term performance bonuses. The President and CEO’s fixed basic salary is EUR 330 000 per annum.

The salaries paid to the other members of the Management Team consist of a monthly salary and a performance-based payment pursuant to the Company’s incentive scheme in force from time to time. The short-term performance bonuses of the CEO and the directors of internal services in the management team are based on the pre-tax profit of GRK Suomi Oy before appropriations. Additionally, the performance bonuses of the business directors in the Management Team are based on the pre-tax profit of the business units or companies they manage, before appropriations. The CEO’s long-term performance bonus is based on the Group’s pre-tax profit before appropriations and the Group’s return on equity.

The Board of Directors decides on the President and CEO’s remuneration in accordance with the company’s latest remuneration policy presented at the Annual General Meeting. The Board of Directors decides on the Management Team’s salary, fees and other benefits. The Personnel and Remuneration Committee prepares and reviews the remuneration of the CEO and the members of the Management Team. The period of notice for the CEO and members of the Management Team is from one to four months. In certain situations, the CEO and certain individual members of the Management Team are entitled to a severance fee equivalent to 3–6 months of base salary in certain situations.

The CEO and members of the Management Team employed by the GRK Group are covered by the statutory pension system of each respective country, which provides pension security based on the period of service and earnings in accordance with the law.

The remuneration of the CEO is described in more detail in the company’s remuneration policy for governing bodies.

For further information on the remuneration of the President and CEO and other members of the Management Team, please see section Remuneration.