Corporate governance

The Annual General Meeting shall decide on the basis for remuneration for work in the Board and committees.

The Board shall decide on the CEO’s remuneration and any other compensation. CEO remuneration shall comply with the valid remuneration policy.

The Board or a separately appointed remuneration committee, shall prepare matters concerning CEO remuneration. The Board or a separately appointed remuneration committee, shall assess the appropriateness of CEO remuneration to ensure that it complies with the company’s strategy, business requirements and shareholder interests. The assessment may include external consultation and research data on remuneration to ensure that the level of CEO remuneration is appropriate with regard to comparable companies.

The CEO is not a member of the Board or a separately appointed remuneration committee, and will not take part in the decision-making concerning his or her personal remuneration.

Honkarakenne’s remuneration policy is based on the following main principles:

• The opportunity for overall remuneration must be sufficiently competitive in relation to the market level.
• Performance-based incentives form part of the CEO’s remuneration potential.
• Some of the performance-based incentives emphasise long-term performance and are linked to shareholder value development and the company’s strategy.

Principles of Board remuneration

In accordance with the Limited Liability Companies Act, the shareholders shall decide on the Board’s remuneration in the Annual General Meeting. The Board’s remuneration shall always comply with the valid remuneration policy. The Board or a separately appointed remuneration committee, shall make a proposal to the Annual General Meeting concerning remuneration of the Board.

The remuneration of Board members may consist of annual or monthly remuneration and/or meeting remuneration. Board members may also, if the General Meeting so decides, be reimbursed for travel expenses related to Board work and/or other direct costs arising from Board work. The Board members do not have an employment relationship with the Company and are not part of any share-based remuneration scheme of the Company.

Based on the Annual General Meeting’s decision, remuneration for work in the Board or any committees may be paid in cash and/or entirely or partly in company shares or equity-linked securities, within the limits of the remuneration policy.

If a company employee is a Board member, their remuneration for Board work is determined on the same grounds as other Board members, and their salary based on their employment relationship and other benefits is determined on the basis of the terms applicable to their employment relationship.

The purpose of the decision to remunerate the Board is to ensure that the remuneration is competitive and in line with the demands, obligations and amount of work involved.

Principles of the CEO’s remuneration

The terms of the CEO’s remuneration and service contract shall be decided by the Board. CEO remuneration shall comply with the valid remuneration policy.

The terms of the President & CEO’s remuneration and contract shall be decided by the Board. President & CEO remuneration has complied with the valid remuneration policy.

The President & CEO’s remuneration consists of a fixed monthly salary including fringe benefits, variable long- and shortterm incentive plans based on performance, and any other elements that may be included in the remuneration policy.

Long- and short-term incentive plans form the performance-based part of the President & CEO’s remuneration.

In 2025the President & CEO was paid a total fee of EUR 286,599. The President & CEO’s remuneration consisted of the following in 2025:

• fixed base salary,
• fringe benefits (incl. medical expenses insurance) and
• voluntary pension insurance, amount of one month’s salary.

Short-term incentive

Short-term, performance-based incentive (STI) plans are part of the President & CEO’s annual remuneration system.

Short-term, performance-based incentive plans are paid in cash.

In 2025, no short-term performance-based incentive plan was established for the CEO that would result in the payment of rewards in 2026.

Long-term incentive

The Board of Directors determines the performance criteria for the equity incentive plan and the targets set for each criterion at the beginning of the performance period. The potential rewards under the plan are paid after the end of each performance period.

Under the plan, the CEO has the opportunity to earn Honkarakenne Oyj’s Series B shares based on performance and the CEO’s personal investment in Series B shares.

The maximum potential reward payable to the CEO under the 2024–2026 plan corresponds to 45,000 Series B shares in Honkarakenne Oyj, part of which may be paid in cash to cover the taxes and tax-related costs arising from the share reward.

The Equity Incentive Plan 2024–2026 consists of one performance period, and the rewards for the period are based on the Group’s revenue and operating profit (EBIT). Based on the current assessment of senior management, no reward accrual is expected to arise from the plan’s 2024–2026 performance period.

Pension plan

The President & CEO’s pension cover has been organized with statutory pension cover that is based on length of service and earnings. The President & CEO’s retirement age is determined by the Employees Pensions Act.

As part of the President & CEO’s overall remuneration, supplementary pension cover of one month’s salary was offered in addition to statutory cover. Supplementary pension cover was implemented as defined contribution plan.

Conditions of termination

If the President & CEO’s contract is terminated, the President & CEO’s compensation will be determined on the basis of contractual obligations and the incentive plan’s terms and conditions.

The executive employment contract specifies the President & CEO’s period of notice and any severance pay. The President & CEO’s notice period is six months on both sides. If the President & CEO’s contract is terminated by the company, the President & CEO will also receive additional severance pay equivalent to six months’ salary.

The Board of Directors determines the salary, bonuses and other benefits of other Executive Group members. The remuneration of Executive Group members consists of the following:

• salary
• fringe benefits
• medical expenses insurance
• voluntary pension insurance, which may amount to one or two monthly salaries
• remuneration for short-term performance-based incentive scheme decided by the Board. The remuneration under the short-term performance-based incentive scheme consists of both cash and pension benefits.

In 2022, the Executive Group’s incentive scheme based on short-term performance was in three tiers and tied to the budgeted operating margin. The scheme’s first-tier bonus corresponded to a supplementary pension payment equivalent to one monthly salary. The second-tier bonus consisted of the first-tier bonus and a cash bonus worth one monthly salary. The scheme’s third-tier bonus corresponded to the first- and second-tier bonuses and a cash bonus equivalent to one monthly salary.

Pension scheme

Other members of the Executive Group do not have pensions schemes.

Conditions for termination

The notice period for other members of the Executive Group is six months.

Executive Group’s remuneration in 2023 (excl. the CEO)

Remuneration of the Board of Directors 2025

The Annual General Meeting held on 11 April 2025 decided that the Board members shall be paid the following fees:

The Annual General Meeting decided to set the remuneration of the members of the Board of Directors at EUR 2 000 per month, the remuneration of the chairman of the board at EUR 3 500 per month. Should the Board of Directors appoint committees from among its number, the committee members will be paid EUR 500 for each committee meeting. Furthermore, the members’ travel and accommodation costs shall be reimbursed against an invoice.

Remuneration report 2024
Remuneration report 2023
Remuneration report 2022
Remuneration report 2021
Remuneration report 2020
Statement on salaries and remuneration 2019
Statement on salaries and remuneration 2018
Statement on salaries and remuneration 2017
Statement on salaries and remuneration 2016