The remuneration of the members of the Corporate Management Committee consists of a fixed monetary salary, individually agreed customary fringe benefits (such as a mobile phone, a car and housing and medical benefit as well as relocation cost coverage where applicable), an annual performance bonus as well as long-term remuneration schemes where directed to the members of the Corporate Management Committee. The members of the Corporate Management Committee may be paid separately agreed severance compensations, typically equaling 6-12 months’ salary. The Corporate Management Committee members do not have any individual pension arrangements, instead they are covered by the pension systems of their domiciles in accordance with local practices.
In the performance bonus scheme, the remuneration of the members of the Corporate Management Committee (excl. the CEO) is based on their achievement of the performance target measures as annually determined by the Board of Directors. The performance period equals each financial year. For the financial year 2023, the Corporate Management Committee members' performance target measures are confirmed in six areas: operating operational profit, direct EPRA EPS, general & administrative expenses management, valuations, disposals and personal performance targets. The target measures carry 10–30% weight, as individually determined by the Board of Directors. During a vesting period of the performance bonus scheme, the Board of Directors may, at its sole discretion, amend the terms and conditions of any remuneration plan in such a manner that no considerable unjust enrichment shall occur or even reclaim the reward, if necessary.
Following each performance period, the Board confirms, on the basis of a proposal by the Board’s Nomination and Remuneration Committee, the extent to which the performance criteria have been reached and the amount of performance bonuses to be paid to each member of the Corporate Management Committee. The maximum bonus amount payable based on the annual performance bonus scheme is 60% of the gross annual salary for each member of the Corporate Management Committee. The performance bonus of a Corporate Management Committee member is determined based on the monetary salary of the last month of the calendar year, the performance of which is the basis of the bonus. Bonuses shall be paid in March of the year following the review period.
| BENEFITS OF THE MEMBERS OF THE CORPORATE MANAGEMENT COMMITTEE 2022 (excluding the CEO) | Total |
|---|
| Annual salaries (EUR) | 1 059 114 |
| Fringe benefits (EUR) | 183 200 |
| Performance Bonuses for the previous year (EUR) | 313 351 |
| Long-term incentives shares, gross (pcs) | 42 264 |
Long-term incentive plans targeted at the management committee (excluding the CEO):
- CFO Performance Share Plan 2024-2026
The CFO Performance Share Plan 2024-2026 consists of three performance periods, covering the financial years 2024, 2024–2025 and 2024–2026 respectively.
In the plan, the CFO has an opportunity to earn Citycon Oyj’s shares based on performance. The performance criteria of the plan are tied to the participant achieving the strategic individual criteria. The potential rewards from the plan will be paid after the end of each performance period. The value of the rewards to be paid on the basis of the plan corresponds to a maximum total of 30,000 shares of Citycon Oyj, including also the proportion to be paid in cash.
The potential reward will be paid partly in Citycon Oyj’s 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 CFO. As a rule, no reward will be paid if the CFO’s employment contract terminates before the reward payment.
The purpose of the plan is to align the interests of the company’s shareholders and the new CFO to increase the company’s value in the long-term, to retain the CFO at the company and to offer them a competitive incentive plan based on earning and accumulating the company’s shares.
- Performance Share Plan 2023–2025
The Performance Share Plan 2023–2025 is directed at the members of the Corporate Management Committee, excluding the CEO.
The plan includes three (3) three (3) year performance periods, spanning from March 2023, 2024 and 2025 until the end of February 2026, 2027 and 2028, respectively. The rewards payable are based on the participants achieving the strategic individual criteria set for each performance period.
The Board of Directors shall confirm the participants, determine their individual performance criteria and the amount of maximum reward for each performance period, denominated in a gross number of Citycon shares including possible cash proportions for taxes and tax-related costs. The rewards to be paid on the basis of the new performance share plan shall correspond to the value of an approximate maximum total of 180,000 Citycon Oyj shares including any cash proportion for taxes and tax-related costs.
The Board of Directors has resolved on the four participants for the first performance period (March 2023–February 2026) and the individual performance criteria based on their strategic areas of responsibilities. The rewards to be paid based on the first performance period correspond to the value of an approximate maximum total of 60,000 shares.
- Matching Share Plan 2022—2024
The Matching Share Plan 2022—2024 includes three matching periods, financial years 2022—2023, 2023—2024, 2024—2025. The prerequisite for participation in this plan and for reward payment is that a key employee invests in the company’s shares a pre-determined percentage of the bonus earned from the company’s performance bonus scheme during the calendar year preceding a matching period (the “Share Ownership Prerequisite”). If a key employee´ s Share Ownership Prerequisite is fulfilled and his or her employment or service is in force with a Citycon group company upon reward payment, he or she will receive free matching shares for shares subject to the Share Ownership Prerequisite.
The Matching Share Plan 2022–2024 is directed to the members of the Corporate Management Committee of Citycon Oyj (excluding the CEO). The net rewards to be paid on the basis of this plan from the matching period 2022—2023 correspond to the value of an approximate maximum total of 16,100 Citycon Oyj shares. In addition, a cash proportion is included in the reward to cover taxes and tax-related costs arising from the reward to the participant. The rewards from the matching period 2022—2023 will be paid in 2024.
- Performance Share Plan 2020–2022
The Performance Share Plan 2020–2022 includes three performance periods, each of them three years, spanning from March 2020, 2021 and 2022 until the end of February 2023, 2024 and 2025, respectively. The rewards payable are based on the participants achieving the strategic individual criteria set for each performance period.
The Board of Directors shall confirm the participants, determine their individual performance criteria and the amount of maximum reward for each performance period, denominated in a gross number of Citycon shares including possible cash proportions for taxes and tax-related costs. The rewards to be paid on the basis of the performance share plan 2020–2022 shall correspond to the value of a maximum total of 150,000 Citycon Oyj shares including any cash proportion for taxes and tax-related costs.
The Board of Directors has resolved on the participants for the two first performance periods and the individual performance criteria based on their areas of responsibilities. The rewards to be paid based on the first performance period correspond to the value of an approximate maximum total of 30,000 shares.
The terms and conditions of the performance share plan 2020–2022 can be found here.
- Stock Option Plan 2024
The maximum total number of stock options to be issued is 500,000 and they entitle their owners to subscribe for up to an equivalent number of new shares in total in the company or existing shares held by the company. The stock options are issued gratuitously. Stock options are marked with the symbol 2024.
The shares subscribed for with the stock options to be issued will account for a total maximum of 0,27 per cent of all the company's shares and votes after possible share subscriptions if new shares are issued in the subscription. As a result of the share subscriptions made with the stock options, the number of shares in the company may increase by a total maximum of 500,000 shares if new shares are issued in the subscription.
The share subscription price for stock options 2024 is 4,05 euros per share.
The share subscription price will be credited to the company's reserve for invested unrestricted equity.
The share subscription period for stock options 2024 is from 1 March 2027 to 29 February 2028.
The target group of the stock option plan consists of four key employees.
The terms and conditions of the Stock Option Plan can be found here:
