Board of Directors
The Annual General Meeting resolved to compensate the members of the Board according to the following: members EUR 22 000 per year; Deputy Chairman EUR 26 000 per year and Chairman EUR 44 000 per year. The remuneration is not paid to those members of the Board who hold a fulltime position at Basware. Additionally, all members of the Board are paid a meeting fee of EUR 275 per meeting. Annual remuneration is paid in the following manner: those members of the Board whose share ownership of Basware Corp. is less than 5 000 shares, will be acquired Basware shares, publicly traded at Helsinki Stock Exchange, for the amount of 40 percent of the gross sum of the annual remuneration. The shares will be acquired as soon as possible after the closing of the Annual General Meeting.
The Chairman of the Board Hannu Vaajoensuu holds a position in the Company. He is responsible for the Company’s strategic projects such as acquisitions. The service terms and conditions have been specified in writing, according to which the Chairman of the Board has:
- 6 months’ period of notice and salary for the period of notice if the Company terminates the service in addition to which he is entitled to a severance payment equivalent of a 12-months salary,
- 6 months’ period of notice and salary for the period of notice if the person terminates the service himself, no additional compensation is paid,
- 12-month prohibition of competition as of the termination of the employment
- retirement age and pension benefits pursuant to the Employees’ Pensions Act (TEL)
Chairman of the Board
The salary of the Chairman of the Board Hannu Vaajoensuu, including benefits, totaled EUR 99 078.57 in 2007. Salary in money was EUR 86 327.07 and fringe benefits totaled EUR 12 751.50. The Chairman of Board is not included in the bonus program of the Company.
CEO
The Board decides on the service terms and conditions of the CEO, specified in writing. Currently the CEO has:
- 6 months’ period of notice and salary for the period of notice if the Company terminates the service in addition to which he is entitled to a severance payment equivalent of a 12-months salary,
- 6 months’ period of notice and salary for the period of notice if the person terminates the service himself, no additional compensation is paid,
- 12-month prohibition of competition as of the termination of the employment
- bonus based on performance is no more than 50 percent of basic salary
- retirement age and pension benefits pursuant to the Employees’ Pensions Act (TEL)
The CEO’s remuneration consists of salary in money, fringe benefits, a possible annual bonus based on performance and of warrants. The CEO’s total salary, including benefits and bonuses, totaled EUR 162 687.09 in 2007. Salary in money was EUR 147 574.79 and fringe benefits totaled EUR 15 1121.30. The CEO was not paid bonuses from 2006. In addition, he was given 16 000 Series B warrants of the Basware 2006 warrant program.
Executive Team
The Basware Executive Team’s remuneration consists of salary, fringe benefits, possible annual bonuses based on performance and of warrants. The compensation principles of the Executive Team members are decided by the Board. Additionally, in 2005 a long-term incentive program for the top management was introduced. Based on the program, warrants can be granted to the members of the top management. In addition to the members of the Executive Team, some of the country managers of Basware’s business units are included in the program.
The members of the Executive Team, excluding the CEO, were paid a total of EUR 832 833.72 in salaries, EUR 102 203.08 in fringe benefits and EUR 184 266.54 in bonuses based on performance in 2006.