Management Remuneration

Other Remuneration Information

1. Decision-making procedure of remuneration

The decision-making procedure of remuneration of Elisa Board members and CEO is described in the Elisa Remuneration Statement.

The salaries and other remuneration of the CEO and other members of the Executive Board, as well as their long-term incentive plans, are decided by the Board of Directors. The Board of Directors also decides on the short-term incentive plan for the CEO. In addition, the Board decides on the maximum limits of the short-term incentive plan for the Executive Board. The People and Compensation Committee prepares the aforementioned matters to be decided by the Board with the assistance of independent external experts as necessary. The CEO decides on the targets for the short-term incentive plan for the Executive Board.

On 12 April 2024, Elisa's General Meeting of Shareholders authorised the Board to decide on a share issue and the issue of special rights giving entitlement to shares, issues can be executed as directed. The authorisation is valid for 18 months from the date of the resolution of the General Meeting.  The Board may also use them for remuneration.

2. Remuneration of the Board

The remuneration of the Board is decided annually by Elisa’s General Meeting in accordance with the company’s remuneration policy. The Annual General Meeting in 2024 decided on the following remuneration based on the proposal
of the Shareholder’s Nomination Board:
  • The annual fee for the chair is EUR 150,000.
  • The annual fee for the deputy chair and the chairs of the committees is EUR 87,000.
  • The annual fee for a member is EUR 72,000.
  • The meeting fee is EUR 800 per meeting of the Board and of a Committee. However, if a Board member is physically present at a Board or Committee meeting that is held in a country other than his/her permanent home country, then the meeting fee is EUR 1,600.
In accordance with the decision of the General Meeting, the annual fee will be paid in the form of company shares and cash in such a way that shares in the company are acquired in the name of and on behalf of Board members equivalent to 40 per cent of the amount of the fee, and the rest is paid in cash for tax withholding purposes. In addition, Board members were reimbursed for any travel and other expenses incurred due to Board work according to the actual costs.

Shares acquired as part of the annual fee do not include a fixed-term restriction on the transfer of shares, although the Shareholder’s Nomination Board does require Board members to have shareholdings in the company.

3. Remuneration of the CEO and the Executive Board

The CEO will be paid a total salary of EUR 60,000 per month. The total taxable value of the fringe benefits is included in the total salary. Fringe benefits include the taxable value of the company car, mobile phone and health insurance. The total salary also includes any compensation paid to members of the governing bodies of Elisa or its group companies. The CEO is also entitled to other employee benefits offered by Elisa to its employees such as lunch benefit and occupational health care.

The total remuneration of the CEO also includes short- and long-term incentive bonuses.

The compensation of forfeiting previous employer awards has been separately agreed and consists of 
  • allocations in the Performance-based Incentive scheme*
  • allocations in the Restricted Shares Plan*
  • a cash part of EUR 200,000 paid in March 2024. 
The previous employer has confirmed the sum of the forfeited awards. Elisa has used it to define the amount of the compensation.

*Described in more detail in table; The CEO’s and Elisa's Executive Board's Other members' long-term incentive schemes.

Members of the Executive Board are paid a total salary that includes a fixed monetary salary and taxable fringe benefits. In addition, members of the Executive Board fall within the scope of the short- and long-term incentive plans. The fixed monetary salary of members of the Executive Board totals EUR 2,242,040  in 2023. In addition, holiday pay is paid. The taxable fringe benefits totalled EUR 46,065  (the figures do not include the CEO's salary and taxable fringe benefits).

3.1 Short- and long-term incentive plans

Short-term incentive plan

The CEO’s short-term incentive scheme is based on earnings criteria set by the company’s Board in line with the remuneration policy; earnings per share, service revenue development, Elisa personnel engagement score, customer satisfaction and ESG-target development. The maximum limit for each six-month earnings period is 100% of the earnings for the period.

Short-term incentives of the Members of the Executive Board are based on a maximum limit criteria set by company’s Board and earnings criteria set by CEO. Each member of the Executive Board has earnings per share as one of the earnings criteria, in addition at least one other financial criteria and other role specific criteria.

The target period of this short-term incentive plan is six months, and bonuses are paid every six months.

Long-term incentive plans

Performance-based Shares Plan 2021–2025

On 4 March 2021, the Board of Directors of Elisa Corporation approved a share-based incentive plan for the Group key employees. The aim of the new plan is to align the objectives of the shareholders and the key employees in order to increase the value of the Company in the long-term, to retain the key employees at the Company, and to offer them a competitive reward plan that is based on earning and accumulating the Company´s shares. The Performance Share Plan is directed to approximately 200 people, including the members of the Corporate Executive Board.

The new Performance Share Plan includes three three-year performance periods, calendar years 2021–2023, 2022–2024 and 2023–2025. The Board of Directors of the Company will resolve on the Plan’s performance criteria and required performance levels for each criterion at the beginning of a performance period. The potential reward of the Plan from the performance period 2021–2023 will be based on the Group’s Earnings per Share (EPS), on the international digital services growth, and annual progress in key business targets.  

The rewards to be paid on the basis of the performance period 2021–2023 correspond to the value of a maximum total of 410.700 Elisa Corporation shares (including also the proportion to be paid in cash). The potential reward on the basis the performance period 2021–2023 will be paid partly in the Company’s shares and partly in cash in 2024. 

The rewards to be paid on the basis of the performance period 2022–2024 correspond to the value of a maximum total of 360.500 Elisa Corporation shares (including also the proportion to be paid in cash). The potential reward on the basis the performance period 2022–2024 will be paid partly in the Company’s shares and partly in cash in 2025.

The rewards to be paid based on the performance period 2023–2025 correspond to the value of a maximum total of 395.800 Elisa Corporation shares (also including the proportion to be paid in cash). The potential reward on the basis the performance period 2023–2025 will be paid partly in the Company’s shares and partly in cash in 2026.

The cash proportion is intended to cover taxes and tax-related costs arising from the reward to the participant. As a rule, no reward will be paid, if a participant’s employment or service ends before the reward payment. 

The CEO of the Company and a member of the Corporate Executive Board must hold a minimum of 50 per cent of the net shares given on the basis of the plan, until the CEO’s shareholding in the Company in total corresponds to the value of his annual salary and, respectively, the member’s shareholding in the Company in total corresponds to the value of half of his or her annual salary. 

Performance-based Shares Plan 2024–2028

On 31 January 2024, the Board of Directors of Elisa Corporation deciden on the Performance-based Shares Plan. The purpose of the plan is to align the interests of the company’s shareholders and key employees to increase the company’s value in the long-term, to commit key employees to implement the company's strategy, objectives and long-term interest and to offer them a competitive incentive plan based on earning and accumulating the company´s shares. The target group in the performance period 2024–2026 consists of approximately 220 key employees, including the members of the Executive Board and the CEO.

The Performance-based Share Plan 2024–2028 consists of three performance periods, covering the financial years 2024–2026, 2025–2027 and 2026–2028 respectively. The Board of Directors will resolve annually on the commencement and details of a performance period. The potential reward of the Plan from the performance period 2024–2026 will be based on the Group’s Earnings per Share (EPS, weight 60%), on the International Digital services growth (weight 20%), on Employee Engagement (weight 10%) and annual progress in specific key business growth and ESG (climate) targets (weight 10%).  

The value of the rewards to be paid on the basis of the plan in the performance period 2024–2026 corresponds to a maximum total of 460.000 shares of Elisa, including also the proportion to be paid in cash. The potential reward will be paid in 2027 partly in Elisa shares and partly in cash

The cash proportion of the reward is intended to cover taxes and statutory social security contributions arising from the reward to the key employee. As a rule, no reward will be paid if the key employee’s employment or director contract terminates before the reward payment. 

The Executive Board member must hold 50 per cent of the received shares, until the value of the Executive Board member’s total shareholding in Elisa equals to 50 per cent of their annual base salary for the calendar year preceding the payment of the reward. Respectively, the CEO must hold 50 per cent of the net reward shares received from the plan, until the CEO´s shareholding in Elisa equals to 100 per cent of the CEO’s annual base salary of the preceding year. Such number of Elisa shares must be held as long as the membership in the Executive Board or the position as the CEO continues.

Restricted Share Plan 2023

Elisa's Board of Directors has decided on 1.2.2023 to establish a new Restricted Shares Plan 2023, which is intended to be used as a tool in situations deemed necessary by the Board, for example to ensure the commitment of key personnel in the company, to attract new talent or in other special situations determined by the Board. The target group of the Restricted Shares Plan 2023 includes only selected key employees of the Elisa Group. The vesting periods are between 12 and 36 months. The payment of the reward is subject to the key employee's employment or service relationship being in force at the time of payment of the bonus. 

The rewards payable under the scheme in 2023-2027, together with the rewards payable under the Commitment Share Bonus Scheme 2019, amount to a maximum of 500,000 Elisa Plc shares, including the cash portion.  

The CEO’s and Elisa's Executive Board's Other members' long-term incentive schemes:

  Short‑term incentive plan Long‑term incentive plans    
  Performance-based bonus scheme 2024 %* Performance‑based incentive plan 2021-2025, earnings period 2021-2023,
shares (max)
 Performance‑based incentive plan 2021-2025, earnings period 2022-2024,
shares (max) 		Performance‑based 
incentive plan 2021-2025, earnings period 2023-2025,
shares (max) 		Performance‑based
incentive plan 2024-2028,
earnings period 2024-2026,
shares (max)		Restricted share plan, earnings period 1.1.-31.12.2024, sharesRestricted share plan, earnings period 1.1.-31.12.2025, shares
CEO 100% 0 3,586***
 3,586***44,0004,782***7,172***
Other members of the Executive Board 61%** 94,10086,000 109,000138,70000

* The maximum limits are presented as percentages of the fixed earnings for the target period.
**Average for the other members of the Executive Board.
***Compensation of forfeiting previous employer awards.

3.2 Supplementary pension contributions

Chief Executive Officer

The CEO’s pension and retirement age are determined in accordance with the Employees’ Pension Act. 

The period of notice applicable to the CEOs service contract is six months for both parties. Should the contract be terminated by Elisa, the CEO is entitled to receive severance pay equal to the total salary for 18 months, less the salary for the period of notice. 

The CEO is subject to a 12-month non-compete clause. 

Other members of Elisa’s Executive Board

The contractual relationship between the company and each member of Elisa's Executive Board who began their role there before 2013 will terminate when the member turns 62 years of age. For the CFO, on May 2023, it was agreed that the contractual relationship will continue until further notice. These members have a defined contribution supplementary pension plan concluded with a pension insurance company, which includes a paid-up pension. The right to a pension will start when the contractual relationship with the company ends. In 2023 EUR 60,720 was paid to the supplementary pension scheme of Elisa's Executive Board members.

The period of notice for members of the Executive Board is six months from Elisa's side and three months from the member's side. Should the contract be terminated by Elisa, the member of the Executive Board entitled to receive a severance payment that equals the total salary of 15 months minus their salary for the period of notice.

All salaries and financial benefits paid to the CEO and Other members of the Executive Board during the 2023 financial year:

  Salary in cash, EUR Taxable fringe benefits, EUR Performance-based bonuses, EUR Total value of share-based incentive, EUR*
Supplementary pension, EUR Total,
EUR		 Portion of share-based remuneration paid as shares, number of
CEO 668,040 20,903
294,218
 1,351,750
219,074
 2,553,985 
 12,057
Other members of Elisa's Executive Board 2,327,480
46,065
681,582
3,907,39960,720 7,023,245 
 34,848

* According to the stock exchange price of the assignment date of 1 February 2023.