Remuneration

Remuneration policy



Uponor’s Board of Directors has approved the remuneration policy for the governing bodies, which applies to the remuneration of the Board, the President & CEO and Deputy CEO. The remuneration policy was presented to the Annual General Meeting in 2020. The policy describes the main principles, the decision-making procedure and the main terms of the remuneration.

Read the policy here
 

Remuneration report 2020


Read the remuneration report here
 

Remuneration of the Board of Directors


The General Meeting decides on the remuneration of the members of the Board of Directors and the Board’s Committees for one term of office at a time. The preparation of the election and remuneration of the members of the Board of Directors is delegated to Uponor’s Nomination Board which submits its proposals to the Board of Directors. In the preparatory work the Nomination Board may also use external experts to determine the level of remuneration. In accordance with its charter, the Nomination Board presents its proposals and reports on its activities to the General Meeting.

According to the decisions made in the Annual General Meeting 2020, the members of the Board of Directors are paid an annual fee and a fee per meeting. The members of the Board of Directors are not employees of Uponor and do not participate in any Uponor incentive scheme or pension arrangement.

The annual fees are as follows:
 
  • Chair of the Board of Directors: €90,000
  • Deputy Chair of the Board of Directors and Chair of the Board’s Audit Committee: €51,000 
  • Each other member of the Board: €46,000
Approximately 40% of this yearly remuneration shall be paid by acquiring Uponor Corporation shares in public trading and/or by conveying Uponor Corporation shares held by the company, and the rest shall be paid in cash or, alternatively, by paying the full remuneration in cash and obligating the Board member to use approximately 40% of the remuneration paid in cash to acquire Uponor Corporation shares in public trading.

The following amounts of shares were paid in 2020 as part of the annual fee decided by the Annual General Meeting 2020:
 
  • Chair of the Board of Directors 2,352 shares
  • Deputy Chair of the Board of Directors and Chair of the Board’s Audit Committee 1,333 shares
  • Each other member of the Board 1,202 shares
There are no special terms or conditions associated with owning these shares.

A fee payable for each meeting of the Board and its committees are as follows:
 
  • EUR 600 for the members residing in Finland
  • EUR 1,200 for the members residing elsewhere in Europe and
  • EUR 2,400 for the members residing outside Europe.
Travel expenses related to Board meetings shall be paid according to the travel policy of the company. The remuneration for telephone meetings shall be the remuneration for meetings held at the country of residence of the member. In addition, a remuneration of €600 shall be paid to the Chair of the Board for each Board meeting and to the Chairs of the Board committees for each respective committee meeting.
 

Remuneration of the President and CEO


The remuneration of the President and CEO is comprised of the base salary, fringe benefits and short- and long-term incentives. The Board of Directors decides on the remuneration, benefits and other terms of employment of the President and CEO based on the preparatory work by the Personnel and Remuneration Committee and according to the guidelines set forth in the Remuneration Policy presented to the General Meeting. External market data is used to support the process. The Board determines the total remuneration elements of the President and CEO based on market benchmarking and other relevant facts.

Base salary and benefits
The annual base salary of the President and CEO is €490,420 including a car benefit and a mobile phone benefit.

Short-term Incentive plan
Based on terms approved by the Board of Directors, the maximum bonus is 60 percent of the annual base salary.

Long-term incentive plan
Based on the terms of the share-based incentive plan, the maximum reward is determined as a number of shares and a cash portion intended to cover taxes and the tax related costs arising from the reward.

More information: uponorgroup.com/en-en/investors/remuneration/share-based-incentive-programmes

Pension
The retirement age of the CEO will be determined in accordance with the Employees' Pensions Act (TyEL), however both the Company and the CEO may agree that the CEO will retire at the age of 63 years. The company has also taken out a defined contribution pension insurance for the CEO, into which the company paid €40,000 in 2020. The Company has further concluded a pension arrangement based on a capitalisation agreement for the benefit of the CEO, into which the company paid €50,000 in 2020.

Termination
A mutual termination notice period of 6 months applies to the President & CEO. The President & CEO is entitled to a severance pay of 12 months’ salary in addition to the salary earned during the notice period, in case the company terminates his service. The Company may also terminate the agreement with immediate effect, by paying an indemnification equivalent to the CEO's fixed total salary for 18 months.

More information: uponorgroup.com/en-en/investors/remuneration
Remuneration policy and report 2020


Remuneration of the rest of the Executive Committee


The Board’s Personnel and Remuneration Committee decides on the compensation and benefits of the rest Executive Committee members based on the President and CEO’s proposal and general principles approved by the Board.

The remuneration of the Executive Committee members comprises a monthly total salary (including monthly salary and fringe benefits, such as a car and a mobile phone), a supplementary pension plan as well as both short- and long-term incentives.

Base salary and benefits
In 2020, the total remuneration including taxable value of benefits, paid to the members of the Executive Committee (excl. CEO):
 
  • annual base salary (incl. benefits) total € 1,322,009
  • short-term and long-term incentives total €  628,656
Some members of the Executive Committee have a sublementary pension plan equalling approx. 8% of the base salary in 2020. 

Short-term Incentive plan
Based on terms approved by the Board of Directors, the maximum bonus is 60 percent of the annual base salary. In 2020, the incentive was based on the comparable operating profit of Uponor Group and the operating profit of the business segment. The incentive will be paid in March 2021.

Long-term incentive plan
Based on the terms of the share-based incentive plan, the maximum reward is determined as a number of shares and a cash portion intended to cover taxes and the tax related costs arising from the reward.

More information: uponorgroup.com/en-en/investors/remuneration/share-based-incentive-programmes

Pension
Except the President & CEO and the Deputy CEO, the members of the Executive Committee who are employed by a Finnish Uponor company do not have any supplementary pension arrangements in addition to the statutory pensions in 2020. Members of the Executive Committee who are employed by a foreign Uponor company participate in pension systems based on statutory pension arrangements and market practices in their local countries.

Termination
Depending on country practices, mutual termination notice period of 3 to 6 months applies to the members of the Executive Committee except for the President and CEO. In addition, a severance payment of 6 to 9 months’ salary is paid to the member of the Executive Committee if the company terminates the employment agreement without a cause attributable to the person.
 

Old remuneration statements

Remuneration statement 2019
Remuneration statement 2018
Remuneration statement 2017
Remuneration statement 2016
Remuneration statement 2015
Remuneration statement 2014
Remuneration statement 2013
Remuneration statement 2012
Remuneration statement 2011
Remuneration statement 2010
Remuneration statement 2009