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• Group structure
  • Organisation
• Corporate Governance Statement
• General meeting
  • Annual General Meeting 2012
  • Annual General Meeting 2011
  • Extraordinary Meeting Aug 19, 2010
  • Annual General Meeting 2010
  • Annual General Meeting 2009
  • Annual General Meeting 2008
  • Annual General Meeting 2007
• Board of Directors
  • Members of the Board
  • Permanent committees
  • Self-assessment
  • Fees paid
• President & CEO and the Group management
  • Group Executive Team
• Salary and remuneration report
• Personnel representation
• Reporting
• Risk management
  • Operational risk management model
  • Risk management process
  • Significant risks and uncertainties
• Internal control
• Internal audit
• Insider management
• Shareholder agreements
• Articles of Association
• Auditor

Alma Media applies the Finnish Corporate Governance Code for listed companies, issued by the Securities Market Association on June 15, 2010 and valid as of October 1, 2010, in its unaltered form. This remuneration statement has been written in accordance with section 7 (Remuneration), Recommendation 47. The Finnish Corporate Governance Code for listed companies can be reviewed on the website of the Securities Market Association at www.cgfinland.fi or via a link provided on this page.
 
Remuneration of the members of the Board of Directors
 
The Annual General Meeting of Alma Media Corporation decides on the remuneration of the Board members, based on a proposal prepared by the Nomination and Compensation Committee of the Board of Directors.
 
As decided by Alma Media's Annual General Meeting of 2011, the following fees are paid to the Board members for their work in the Board of Directors and in its Committees: The Chairman of the Board shall be paid an annual fee of EUR 33,000, the Deputy Chairman EUR 27,000 and ordinary members EUR 22,000. In addition, the chairmen of the Board and the Committees will be paid a fee of EUR 1,000, the Deputy Chairman EUR 700 and ordinary members EUR 500 for each Board and committee meeting they attend. Additionally, travel expenses will be compensated.
 
The annual remuneration of the members of the Board of Directors is paid in Alma Media shares up to an amount corresponding to approximately 40% of the full amount of the remuneration, and the remainder in money for taxation purposes. Shares thus acquired may not be transferred until the recipient's membership in the Board has ended. In case shares cannot have been acquired until the end of 2010, for example due to a pending insider project, the full annual remuneration is paid in money. 
 
The members of Board of Directors were paid the following fees for work in the Board and its committees in 2011 (EUR): 
 

	Annual fee	Annual fee paid in shares	Meeting fee	Total
Seppo Paatelainen (Chairman)	33,000	1,613	22,500	55,500
Petri Niemisvirta (Deputy Chairman)	27,000	1,318	13,300	40,300
Timo Aukia	22,000	1,075	8,000	30,000
Kai Seikku	22,000	1,075	8,500	30,500
Erkki Solja	22,000	1,075	11,000	33,000
Catharina Stackelberg-Hammarén	22,000	1,075	9,500	31,500
Harri Suutari	22,000	1,075	11,000	33,000
Kari Stadigh (Chairman until 17 Mar, 2011)			5,000	5,000
Lauri Helve (member until 17 Mar, 2011)			2,500	2,500

  
 
In financial year 2011, the fees paid on accrual basis for the Board members totalled EUR 261,300.
 
Members of the Board of Directors of Alma Media Corporation are not in an employment relationship with the company. They are not included in the incentive system of Alma Media and have not received any other financial benefits. The members of the Board of Directors are not included in Alma Media's share-based incentive plan.
 
Remuneration of the President and CEO and the top management
 
The Board of Directors of Alma Media Corporation decides on the remuneration and reward system of the President and CEO of the parent company and his/her direct subordinates, based on the proposal prepared by the Nomination and Compensation Committee of the Board.
 
The reward system for the President and CEO of Alma Media Corporation, as well as the Group's top management, consists of a fixed salary (monthly salary), fringe benefits (car and mobile phone benefit), an incentive bonus for reaching financial and operational results (short-term remuneration scheme), an option programme and share-based incentive plan (long-term remuneration scheme) and management retirement benefits. Eligibility for remuneration programmes is determined by the job position.
 
Alma Media's management incentive programme follows the terms and conditions of Alma Media's incentive programme, based on the principle of continuous result improvement. The incentive bonus for members of the Group Executive Team and heads of business units may be no more than 40% of their respective annual salaries. The CEO's incentive bonus may be up to 60% of his annual salary.
 
The incentive bonus is defined annually based on three criteria: meeting the Group's financial targets (weight 40%), meeting the business unit's financial targets (weight 40%) and meeting personal performance targets (weight 20%).
 
In 2011, the President and CEO of Alma Media Corporation received a total of EUR 532,194 in salary and other rewards, of which EUR 154,192 were based on incentive bonus scheme and EUR 12,855 as share-based payments. The total amount of salaries, rewards and benefits paid to other members of the Group Executive Team was EUR 1,569,482 of which EUR 274,585 were based on incentive bonus scheme and EUR 122,525 as share-based payments.
 
Option programmes
 
In addition to the incentive remuneration system, Alma Media has two option programmes for the management in effect; the 2006 option programme and the 2009 option programme. The granting of option rights is decided by Alma Media's Board of Directors based on a proposal by the Nomination and Compensation Committee and according to the terms and conditions decided by the Annual General Meeting. The terms and conditions of the option programmes can be reviewed at Alma Media's website.
 
The option rights granted to the President and CEO of Alma Media and other members of the Group Executive Team (December 31, 2011):

		Options 2006C	Options 2009A	Options 2009B	Options 2009C
Kai Telanne, President and CEO		80 000	100 000	100 000	100 000
Pekka Heinänen					15,000
Tuomas Itkonen			30,000	30,000	30,000
Jouko Jokinen		25,000	30,000	30,000	30,000
Kari Kivelä		40,000	45,000	45,000	45,000
Mikko Korttila		10,000	30,000	30,000	30,000
Juha-Petri Loimovuori		40,000	45,000	45,000	45,000
Raimo Mäkilä		40,000	45,000	45,000	45,000
Minna Nissinen		25,000	30,000	30,000	30,000
Total		260,000	355,000	355,000	370,000

 
 
The stock option rights granted under Alma Media Corporation's option programme 2006 B have been used to subscribe to a total of 434,330 new Alma Media Corporation shares. For further information please refer to Stock Exchange Releases issued on March 23, 2011 and May 17, 2011.
 
Share-based incentive plan
 
The Board of Directors of Alma Media Corporation resolved on February 14, 2012 on a new share-based incentive plan for the Group key employees. The aim of the new plan is to combine the objectives of the shareholders and key employees in order to increase the value of the Company, to commit key employees to the Company, and to offer them a competitive reward plan based on earning the Company's shares and on long-term shareholding in the Company. 
 
The new Performance Share Plan (Plan) consists of three performance periods, calendar years 2012, 2013 and 2014. The Board of Directors of the Company will decide on the Plan's performance criteria and on their targets at the beginning of each performance period. The potential reward from the Plan for the performance period 2012 will be based on the Alma Media Group´s profitability, and it will be paid partly in the Company's shares and partly in cash in 2013. In addition, for the members of the Group Executive Team, the Plan includes one four-year performance period, calendar years 2012-2014, based on the profitable growth of the Group. The potential reward from the performance period 2012-2014 will be paid partly in the Company's shares and partly in cash one year and two years from the end of the performance period.
 
The shares paid on the basis of one-year performance periods may not be transferred during the restriction period, which will end two years from the end of the performance period. If a key person's employment or service ends during the restriction period, he or she must return the shares given as reward to the Company without compensation. The members of the Group Executive Team must hold a half of all shares received on the basis of the Plan until the value of his or her shareholding in total corresponds to the value of his or her gross annual salary. Such number of shares must be held as long as his or her employment or service in a Group company continues.
 
The target group of the Plan consists of approximately 20 people. The net rewards to be paid on the basis of the Plan are a maximum total of 600,000 Alma Media Corporation shares.
 
The Board of Directors decides at later stage on the allocation of the share-based incentive plan.
 
Severance pay
 
The period of notice of the President and CEO of Alma Media Corporation, Mr Kai Telanne, is six months. Additionally, he has a director contract whereby he is entitled to a compensation corresponding to his base salary for 12 months in case he is dismissed by the employer and is not guilty of a breach of contract. In case the President and CEO resigns on his own initiative, he will not receive the compensation corresponding to the 12-month salary. It is a duty of the Board of Directors to appoint and, if required, dismiss the President and CEO.
 
The period of notice for the other members of Alma Media Group's Executive Team is six months. In addition, members of the Executive Team will receive a compensation corresponding to their respective base salaries for six months in case the dismissal is initiated by the employer without the members' own fault or negligence. It is a duty of the President and CEO to appoint and, if required, dismiss the other members of the Alma Media Group Executive Team. However, the members of the Group's Executive Team who act as Editors-in-Chief of Aamulehti, Iltalehti, Kauppalehti, Kainuun Sanomat, Lapin Kansa, Pohjolan Sanomat or Satakunnan Kansa make an exception to this procedure. Their appointments and dismissals are confirmed by the Board of Directors of Alma Media Corporation, based on the CEO's proposal.
 
Pension agreements
 
The CEO of Alma Media Corporation and members of the Group Executive Team have a defined contribution group pension plan. Those members of the Executive Team, who have been appointed prior to the year 2008, will receive a contribution of 20% of their annual pay. Other members receive a contribution of 15% of their annual pay. The age of retirement is 60, at which time the contributions end. The pension is determined on the basis of savings accrued by the time of retirement. The beginning of the pension may be postponed no later than the age of 70. In this case, the pension is determined by the accrued savings adjusted with the value development of the investments.
 
The terms and conditions of the group pension plan for Alma Media's President and CEO and to other members of the Group Executive Team give the insured persons, after three-year insurance coverage, the right to receive a premium-free policy corresponding to the savings accrued until the termination of employment (paid-up policy). The paid-up policy includes old age pension after retirement age, coverage for incapacity for work and coverage in the event of death.
 
In 2011, the expenses related to the group pension plan for Alma Media's President and CEO totalled EUR 187,233 and EUR 464,072 for the other members of the Group Executive Team. It total, the group pension plan expenses totalled EUR 651,305 in 2011.
 
Kai Telanne has worked as the President and CEO of Alma Media Corporation since 2005. The curriculum vitaes of the members of the Group Executive Team, available at Alma Media's website, include information on when they have started in their current positions.

Page last updated 15.02.2012