Governance

Consistent and transparent corporate governance 

Corporate governance at Cramo is based on Finnish law and the company’s Articles of Association. The Group complies with the rules of Nasdaq Helsinki Ltd and the Finnish Corporate Governance Code (2015 and, 1 January 2020 onwards, 2020) published by the Securities Market Association.

Cramo issues Corporate Governance and Remuneration Statements, which are available on the Group’s website along with more detailed information about corporate governance and remuneration.

Cramo prepares annual financial statements and interim reports conforming to Finnish law and to the Internal Financial Reporting Standards (IFRS), which are published in Finnish and English.

Board of Directors

The roles and responsibilities of Cramo’s Board of Directors have been defined in the Charter of the Board and in the Group’s Operating Principles. If necessary, the Board’s charter is revised and amended annually in conjunction with the first meeting of the Board after the election of its members at the Annual General Meeting. Cramo’s Board of Directors is composed with consideration to diversity matters, such as gender, age, educational background and experience.

Composition of Board of Directors in 2019

At the Annual General Meeting 2019, the following people were re-elected to the Board of Directors: Mr Veli-Matti Reinikkala, Ms AnnaCarin Grandin, Mr Peter Nilsson, Mr Joakim Rubin and Mr Raimo Seppänen. Mr Andrew P. Studdert and Mr Christian Bubenheim were elected as new board members. The Board’s constitutive meeting elected Mr Reinikkala as Chairman of the Board and Mr Nilsson as Deputy Chairman of the Board. Member attendance at the meetings is shown below, and member independence is presented here.

The Board’s work in 2019

The Board of Directors convenes according to a predetermined schedule as well as when considered necessary. In 2019, the Board held twenty-four meetings. Three permanent committees – the Audit Committee, the Remuneration Committee and the M&A Committee – assist the Board. The Board elects the committee members and appoints the committee chairmen. The Board specifies the key duties and operating principles of each committee in a written charter.

Audit Committee

The Audit Committee assists the Board in its supervisory responsibilities in line with the Finnish Corporate Governance Code. At the Board’s constitutive meeting on 28 March 2019, Mr Joakim Rubin was appointed Chairman of the Audit Committee, and Ms AnnaCarin Grandin and Mr Christian Bubenheim were elected as members. The Audit Committee held six meetings.

Remuneration Committee

The Remuneration Committee is tasked with preparing a proposal to the Board for the President and CEO’s appointment and his/her employment terms, and with preparing matters pertaining to the company’s compensation issues for the Board’s approval.

At the Board’s constitutive meeting on 28 March 2019, Mr Veli-Matti Reinikkala was appointed Chairman of the Remuneration Committee, and Mr Peter Nilsson and Mr Raimo Seppänen were elected as members. The Remuneration Committee met four times.

M&A Committee

In 2018 the Board of Directors of Cramo Plc resolved to establish a new board committee called the M&A Committee, the purpose of which is to support the management on potential M&A activities and the development and implementation of the company’s strategy work.

At the Board’s constitutive meeting on 28 March 2019, Mr Veli-Matti Reinikkala was appointed Chairman of the M&A Committee and Mr Joakim Rubin and Mr Andrew P. Studdert were elected as members. The M&A Committee met twelve times.

Shareholders’ Nomination Committee

The Shareholders’ Nomination Committee, established by the General Meeting of Shareholders, annually prepares proposals to the Annual General Meeting for the election and remuneration of the members of the Board of Directors. The Nomination Committee consists of a maximum of four members, of whom a maximum of three represent the company’s largest shareholders who hold the largest number of votes calculated based on the total number of shares in the company on the last business day of August preceding the next Annual General Meeting.

The following people were appointed on 28 November 2019 as members of the Shareholders’ Nomination Committee: Mr Fredrik Åtting, Mr Ari Autio, Ms Annika Ekman and Mr Veli-Matti Reinikkala. Mr Åtting was elected as the Chairman of the Shareholders’ Nomination Committee. The committee held three meetings.

Cramo’s board member attendance at meetings and remuneration received on a cash basis in 2019
    Board meetings Audit Committee Remuneration Committee M&A Committee  
Name Position Attendance Fees, EUR Attendance Fees, EUR Attendance Fees, EUR Attendance Fees, EUR Total
Veli-Matti Reinikkala Chairman 24/24 85,000     4/4 4,000 12/12 6,000 95,000
Peter Nilsson Deputy Chairman 23/24 37,500     4/4 4,000     41,500
Christian Bubenheim1 Member 18/18 37,500 4/4 4,000         41,500
AnnaCarin Grandin Member 21/24 37,500 6/6 6,000         43,500
Joakim Rubin Member 23/24 42,500 6/6 6,000     12/12 6,000 54,500
Raimo Seppänen Member 24/24 37,500     4/4 4,000     41,500
Andrew P. Studdert¹ Member 18/18 37,500         10/10 5,000 42,500
Perttu Louhiluoto² Deputy Chairman 6/6   2/2 4,000     2/2 1,000 5,000
Caroline Sundewall² Member 6/6   2/2 2,000         2,000
Total     315,000   22,000   12,000   18,000 367,000

 

1 since 28 March 2019
2 until 28 March 2019

President and CEO

The Managing Director, who also acts as the President and CEO, is in charge of the company’s day-to-day management in accordance with the Finnish Companies Act and related legislation, instructions and orders given by the Board.

Remuneration of the Board of Directors

In 2019 the General Meeting approved the following annual remuneration for Board services:

  • Chairman of the Board EUR 85,000
  • Other Board members EUR 37,500

The remuneration is paid in cash and the Board of Directors will adopt a policy on Board member share ownership. The policy shall entail that Board members who do not already have such a holding of Cramo Plc’s shares are expected to acquire Cramo Plc’s shares for a total market value equal to at least one year’s Board fees before taxes, excluding any Committee compensation, during a four-year period from the start of their directorship. As part of its process, the Nomination Committee will follow up on the Board members’ shareholding annually and assess whether it is in accordance with the policy.     

In addition, all Board members are entitled to compensation of EUR 1,000 per attended meeting of the Audit and Remuneration Committees and EUR 500 per attended meeting of the M&A Committee. Furthermore, the Board member elected Chairman of the Audit Committee receives additional compensation of EUR 5,000 per year. Reasonable travel expenses will be refunded upon receipt of invoice.

The Board members are not covered by the company’s long-term incentive schemes, bonus scheme or pension schemes. No shares or share-related rights were granted to Board members as remuneration during the financial period.

Remuneration

Remuneration principles

Remuneration is part of Cramo’s management system. The aim of a well-designed remuneration scheme is to attract and engage talented employees at the company and to promote the company’s financial success.

The company applies a competitive policy related to salaries. In addition to fixed salaries, Cramo offers short- and long-term incentive schemes for management and its key personnel. In addition, operating companies have local short-term incentive schemes.

Remuneration of the President and CEO
Written service contract approved by the Board Compensation package includes a fixed annual salary and a profit-based incentive tied to the Group’s financial targets and/or personal targets set by the Board. Remuneration also includes a voluntary pension benefit and fringe benefits such as a company car. In 2019, the maximum bonus paid to the President and CEO was 80% of base salary. The President and CEO participates in Cramo’s short-term incentive schemes as of 2016, One Cramo Share Plan as of 2015, and share-based incentive plan as of 2016.
Notice period and retirement age The notice period for the service contract is six months, during which time he/she receives a full salary. The retirement age is 65 years. In case the contract is terminated by the employer, there is a severance payment of 12 months’ salary.

 

Remuneration to the President and CEO and the Group management team on an accrual basis in 2019 EUR
  Fixed annual base salary Profit-based incentives Fringe benefits Termination benefits Share-based payments Post-employment benefits 2019 Total
President and CEO 887,845 406,359 12,166   451,456 152,605 1,910,431
Group management team 1,522,099 290,318 68,177 544,380 615,156 274,637 3,314,767
Total 2,409,944 696,676 80,343 544,380 1,066,613 427,242 5,225,198

 

Short-term and long-term incentive schemes
Element Target group Objective Link to strategy/performance measures Amount paid in 2019
Short-term incentive: Annual bonus schemes Group management team members, OpCo managers and key employees, and Group key employees. To support the achievement of Cramo’s financial targets by encouraging a strong performance culture. Management bonuses are tied to the achievement of financial targets for the Group and operating countries. The targets are set annually, and any compensation is paid once a year after the end of the financial period. The financial targets are based mainly on Economic Profit and Return on Capital Employed. Variable pay for 2019 (accrual based) amounted to EUR 406,359 for the President and CEO and EUR 290,318 for the Group management team members.
Long-term incentive: Performance Share Plan 2015-2017 and/or 2018-2019 Managers and key employees, including Group management team. To support the achievement of the Group’s long-term goals by attracting and retaining those identified as key employees. The potential reward from the Plan for the discretionary period 2019 was based on the Cramo Group´s key figure Earnings per Share (EPS) and Return on Equity (ROE). The maximum reward to be paid on the basis of the discretionary period 2019 could have corresponded to the value of 290,000 Cramo Plc shares. In 2019, the target achievement level was about 61.12%, resulting in a total reward payment of approximately 129,548 Cramo Plc shares, including a part to be paid in cash in spring 2022. Due to the demerger of Cramo Plc in 2019, the incentive plan was revised so that the participants are entitled to receive one Adapteo Plc’s share, or a corresponding cash compensation, for each Cramo Plc share earned under the plan.
Long-term incentive: One Cramo Share Plan All Cramo employees. To encourage all employees to become shareholders in Cramo, to reward employees for their efforts in working towards Cramo’s targets and to strengthen the tie between Cramo shareholders and employees. The monthly saving is 2–5% of each participant’s monthly gross salary, with the total amount of all savings from the Plan Period not to exceed EUR 4 million. A total of 471 are currently participants in the One Cramo Share Plan. The number of matching shares delivered to employees participating in the Plan was 6,033 Cramo Plc shares in 2019. Due to the demerger of Cramo Plc in 2019, the incentive plan was revised so that the participants are entitled to receive one Adapteo Plc’s share, or a corresponding cash compensation, for each Cramo Plc share earned under the plan.

 

Pension benefits
Directors Cramo’s executives participate in local pension systems for each operating country; these systems provide a retirement benefit based on years of service and earnings, according to the prescribed statutory system.  
President and CEO and Group management team Only the President and CEO participates in a contribution-based voluntary pension system. In 2019, the expenses of the voluntary pension system for the President and CEO totalled EUR 152,600.

 

Internal control and risk management regarding financial reporting

Internal control over financial reporting is part of the overall internal control system at Cramo. The Enterprise Risk Management (ERM) framework, tailored to the Cramo Group’s business needs, provides the overall framework for the Group’s internal control and risk management. Internal control over financial reporting strives to provide reasonable assurance that the Group’s financial reporting is reliable and that external financial reporting is prepared in accordance with legislation, International Financial Reporting Standards (IFRS) and other requirements set for listed companies.

Roles and responsibilities

The Board has ultimate responsibility for the appropriate arrangement of internal control over financial reporting. The Board supervises and approves annual financial statements and interim reports. The Audit Committee assists the Board of Directors in overseeing the effectiveness of established internal control and risk management principles. In practice, the President and CEO and the OpCo (Operating Country) managers are in charge of performing internal control activities for financial reporting. They are supported in this task by the CFO, the Group Finance and Development function and OpCo financial management.

Risk assessment, control and monitoring

Cramo has established objectives for reliable financial reporting in order to identify financial reporting risks. Within the risk assessment process, Cramo identifies and analyses risks in achieving financial reporting objectives as a basis for determining how those risks should be managed and mitigated. The risks identified are managed through control activities that are set throughout the organisation, at all levels and in all functions.

In order to ensure the effectiveness of internal control regarding financial reporting, monitoring is conducted by the Board, the Audit Committee, the President and CEO, the CFO and the Group Finance and Development function, Internal Audit, the Group management team, and OpCo managers and controllers.

Related party transactions

Cramo’s related parties include the Board of Directors, the Group management team, their close family members, and entities under the control or significant influence of persons belonging to related parties, subsidiaries or joint ventures. Transactions between the company and related parties are allowed, provided that they promote the purpose of the company and are conducted on acceptable terms and in the interests of the company from the company’s business perspective, as well as in compliance with applicable regulations.

Insider administration

Cramo manages inside information and insiders in accordance with the requirements of the Market Abuse Regulation (MAR), the Insider Guidelines of Nasdaq Helsinki Ltd. and Cramo’s Insider Guidelines approved by the Board of Directors. Cramo’s Insider Guidelines include instructions and definitions regarding inside information, trading by insiders, managers’ transactions and a list of managerial persons. Coordination and control of insider affairs are included in the responsibilities of the General Counsel.

General Data Protection Regulation

The Company is committed to compliance with the European Union’s General Data Protection Regulation and other applicable privacy regulations. In 2018, the company implemented enhanced processes to address the new regulatory demands and appointed a data privacy officer to oversee and coordinate privacy-related matters.

Auditing

The company has a minimum of one and a maximum of two authorised public accountants (APA) or firms of authorised public accountants, chartered by the Central Chamber of Commerce of Finland. Their term of office expires at the end of the Annual General Meeting following their election. If the AGM elects only one auditor, which is not a firm of authorised public accountants chartered by the Central Chamber of Commerce, it must elect one deputy auditor.

At the Annual General Meeting on 28 March 2019, the audit firm KPMG Oy Ab was appointed as Cramo Plc’s auditor for the term expiring at the end of the next Annual General Meeting, with APA Mr Toni Aaltonen as the responsible auditor. The audit firm KPMG Oy Ab has served as auditor, with APA Mr Toni Aaltonen as the responsible auditor, since 2014.

Total compensation for external auditing
EUR 1,000 2019 2018 Change, %
Audit fees 943 686 37
Certificates and statements 146 26 462
Tax consultation 10 24 -58
Other services 86 281 -69
Total 1,185 1,018 17