Corporate Governance

Biohit Oyj targets to reward its management and personnel in a way which encourages and commits them to advance company’s strategy and to increase shareholder’s value. Remuneration levels and remuneration trend is reviewed towards company’s success, general economic situation and industry’s remuneration principles. Main remuneration principle on top of the fixed salary is performance based remuneration. In addition the important element in remuneration is both management’s and personnel total remuneration.

Biohit Oyj has following remuneration models:

• Annual fixed salary
• Annual bonus
• Long-term incentives
• Other financial benefits

The Annual General meeting decides upon the remuneration of the Board of Directors yearly and the Board of Directors decides upon the remuneration of the CEO. The CEO has no right to attend the Board of Directors meeting when the remuneration of the CEO is handled.

The remuneration report on the actual remuneration is presented to the General Meeting yearly. The company may make only other than significant adjustments to the remuneration policy without submitting them to the Annual General Meeting. When making adjustments to the remuneration policy the Board of Directors explains significant changes and the General Meeting will decide upon the changed remuneration policy presented by the Board of Directors.

The Annual General Meeting approves the fees of Biohit Oyj’s Board of Directors. The Annual General Meeting decides annually fees for the Chairman of the Board and the other members of the Board. If the Board member has an employment or service contract with the company his remuneration is based on the terms in this contract.

The annual general meeting 2023 resolved that the Chairman of the Board of Directors and the other members of the Board of Directors are paid a meeting fee of EUR 1,500.

The remuneration paid to the other members of Biohit Oyj’s Board of Directors is decided by the company’s Board of Directors in accordance with the company’s rules on related party transactions.

The Board approves the President & CEO’s remuneration and terms of employment. The notice period of the President & CEO and the remuneration during the notice period is determined in accordance with the CEO’s employment contract. The President & CEO’s remuneration during the notice period is dependent on the length of the work period. The President & CEO’s employment contract is prepared in such a way that it corresponds to the prevailing industry practice at the time of concluding the contract.

The President’s and CEO’s remuneration consists of 203,000 euros annual fixed salary, which includes a car benefit.

The President & CEO is part of the bonus programme which is based on reaching the annual targets. Bonus accrual from 2023 is 60,000 euros. Targets are mainly based on the net sales and earnings targets. The target level of the bonus is 20% of the CEO’s total compensation. The maximum bonus that can be received can total no more than 40% of annual salary.

If the changes in the company’s economic conditions occur the Board of Directors can exceptionally cancel the bonus payments for that financial period. Correspondingly to approval of the CEO’s financial targets the Board of Directors will confirm annually the financial targets for the management team.

The President and the CEO is part of 2021 option scheme.

Financial targets for 2022 were reached and the President and CEO subscribed to 20,000 of the company’s B-share at a price of EUR 1.00. This generated an income taxable option benefit worth 15,000 euros.

Financial targets were also reached for 2023 and the President and CEO has the right to subscribe to 20,000 of the company’s B-share at a price of EUR 1.00 and 25,000 shares at a price of EUR 2.00.

No other pension arrangements, beyond those mandated by law, are made with the President & CEO. The current retirement age for the CEO follows the Finnish Employee’s Pension Act.

The President & CEO’s remuneration during the notice period is dependent on the length of the work period.

The Board approves the remuneration and terms of employment of members of the
Management Team. Biohit Oyj’s Board of Directors approves the principles of the incentive
schemes for Management Team members.

The short-term incentive fees of the other management team members are based on the achievement of the group's business targets.

The notice periods for the employment of other members of the management team are determined according to the Employment Contracts Act.

No other pension arrangements, beyond those mandated by law, have been made with the Managing Directors of Group companies.

Remuneration for members of the Management Team (excluding the President & CEO):

According to the Company’s Act the General Meeting or the Board of Directors authorized by the company will decide upon granting shares, options or other entitlements to shares. When shares, option or other entitlements to shares are granted as a part of remuneration, this will be made in accordance with the remuneration policy.

The company has right to grant shares or options in remuneration to company’s management or key inviduals as a part of the strategy implementation.

Targets are set to represent long-term value creation for shareholders. In driving long-term alignment with the Company’s strategy and the interests of the shareholders, the length of the vesting period and the restriction period together in the long-term incentive plans shall be minimum of three years.

Share-based remuneration schemes may include restrictions on the transfer of shares under the Limited Liability Companies Act, as well as recommendations, or contractual obligations in relation to retaining a specific number of shares over a certain period of time.

Option schemes

Option scheme 2022

Biohit Oyj's Board of Directors decided on November 29, 2022 based on authorization of Biohit Oyj's General Shareholders' Meeting on June 15, 2022, on new option scheme to Group's key personnel. Option rights are part of the Biohit Oyj's and its group of companies' motivation and reward system and therefore there is a weighty financial reason for the scheme.

The maximum total number of the option rights to be granted is 160.000. The option rights entitle to subscribe a maximum total amount of 160.000 class B- shares of Biohit Oyj. Option rights are issued gratuitously.

Share subscription prices for shares subscribed based on the option rights are:

• for option right classes I 2022A, I 2022B, I 2022C, I 2022D and I 2022E 1,00 euro; and
• for option right classes II 2022A, II 2022B, II 2022C and II 2022D 2,00 euros

Receivers of the option rights:

Jussi Sorvo, CFO, total number of option rights 80.000

Panu Hendolin, Head of Technical Product Management, total number of option rights 80.000

Share subscription periods for shares subscribed based on the option rights are:

i. for option right class I 2022A during 1 March 2023 - 1 March 2028;
ii. for option right class I 2022B during 1 March 2024 - 1 March 2028;
iii. for option right class I 2022C during 1 March 2025 - 1 March 2028;
iv. for option right class I 2022D during 1 March 2026 - 1 March 2028;
v. for option right class I 2022E during 1 March 2027 - 1 March 2028;
vi. for option right class II 2022A during 1 March 2024 - 1 March 2028;
vii. for option right class II 2022B during 1 March 2025 - 1 March 2028;
viii. for option right class II 2022C during 1 March 2026 - 1 March 2028; and
ix. for option right class II 2022D during 1 March 2027 - 1 March 2028

Option scheme 2021

Biohit Oyj's Board of Directors decided on December 9, 2021 based on authorization of Biohit Oyj's General Shareholders'' Meeting on September 9, 2020, on new option scheme to Group's key personnel. Option rights are part of the Biohit Oyj's and its group of companies' motivation and reward system and therefore there is a weighty financial reason for the scheme.

The maximum total number of the option rights to be granted is 880.000. The option rights entitle to subscribe a maximum total amount of 880.000 class B- shares of Biohit Oyj. Option rights are issued gratuitously.

Share subscription prices for shares subscribed based on the option rights are:

• for option right classes I 2021A, I 2021B, I 2021C, I 2021D and I 2021E 1,00 euro; and
• for option right classes II 2021A, II 2021B, II 2021C and II 2021D 2,00 euros

Receivers of the option rights:

Jussi Hahtela, CEO, total number of option rights 200.000

Ilari Patrakka, Sales and Marketing Director, total number of option rights 80.000

Suvi Elomaa, Production Director, total number of option rights 80.000

Daniela Söderström, Quality and Registration Director, total number of option rights 80.000

Tapani Tiusanen, Technology Director, total number of option rights 80.000

Graham Johnson, Managing Director, Biohit UK, total number of option rights 80.000

Share subscription periods for shares subscribed based on the option rights are:

i. for option right class I 2021A during 1 March 2023 - 1 March 2028;
ii. for option right class I 2021B during 1 March 2024 - 1 March 2028;
iii. for option right class I 2021C during 1 March 2025 - 1 March 2028;
iv. for option right class I 2021D during 1 March 2026 - 1 March 2028;
v. for option right class I 2021E during 1 March 2027 - 1 March 2028;
vi. for option right class II 2021A during 1 March 2024 - 1 March 2028;
vii. for option right class II 2021B during 1 March 2025 - 1 March 2028;
viii. for option right class II 2021C during 1 March 2026 - 1 March 2028; and
ix. for option right class II 2021D during 1 March 2027 - 1 March 2028.

Remuneration report 2022
Remuneration report 2021
Remuneration report 2020
Salary and bonus statement 2019
Salary and bonus statement 2018
Salary and bonus statement 2017
Salary and bonus statement 2016
Salary and bonus statement 2015
Salary and bonus statement 2014
Salary and bonus statement 2013
Salary and bonus statement 2012
Salary and bonus statement 2011