Structure of governance

The decision-making bodies managing and overseeing ILOQ’s administration and operations are the Board of Directors of Capnor Weasel Topco Oy with its Financial and Audit Committee and the Remuneration Committee, and the CEO, supported by the ILOQ Leadership Team.

Remuneration

The General Meeting decides on the remuneration of the members of the Board of Directors and the Board’s Committees. The Board of Directors decides on the remuneration, benefits and other terms of employment of the CEO based on the preparatory work by the Remuneration Committee. The Board determines the total remuneration elements of the CEO based on market benchmarking and other relevant facts.

All remuneration-related decisions require grandparent approval. In other words, the remuneration of an employee must always be approved by the manager’s manager. Remuneration Committee does the preparatory work of the company’s short-term incentive program for the Board of directors to decide.

Remuneration of the Board of Directors
Remuneration of the members of the Board of Directors consists of an annual fee. No additional fee is paid to the members of the Board’s committees. In addition, Board member’s travel expenses are compensated.

Remuneration of the President and CEO
The remuneration of the President and CEO is comprised of the total salary (monthly base salary and customary fringe benefits, such as a car and a mobile phone, according to the local legislation and market practice, and short-term incentive. In addition, CEO owns shares in the company. The relative proportion of the variable pay elements of the President and CEO at maximum level is 0.5 times the fixed pay.

The remuneration policies for members of the highest governance body and senior executives are not related to the management of the organization’s impacts on the economy, environment, or people.

Remuneration Committee

The purpose of the committee is to act in an advisory capacity to the Board in matters to review the remuneration and benefit programs applied throughout the Group. Remuneration Committee consist of Chairman Robert Furuhjelm and member Tzachi Wiesenfeld. In order to ensure the independence in their supervisory function, members of the Board of Directors (BoD) receive a fixed remuneration in the form of cash. The remuneration of the iLOQ Leadership Team consists of fixed and variable elements. Base salary and benefits form the fixed remuneration and are based on prevalent market practice. Variable remuneration drives and rewards best-in-class performance based on ambitious annual financial targets.

The duties and responsibilities of the committee include:

To review appointment of senior management in the Group, including all direct reports of the CEO
To review the remuneration arrangements for the senior management of the Group
To review any proposed stock option plans, stock purchase plans, bonus plans, retirement plans and any other plans, systems and practices of the Group relating to the compensation of any employees of the Group
To review and discuss succession planning for senior management in the Group
Such other matters as the Board may from time to time
prescribe

Finance and Audit Committee

The purpose of the Committee is to act in an advisory capacity to the Board in matters to review the adequacy of the group’s financial reporting and internal controls. Finance and Audit Committee consists of Chairman Magnus Hammarström and member Joachim Zetterlund.

The duties and responsibilities of the committee include:

To review the adequacy of the Group’s system of internal controls, including an appropriate risk assessment
To review the financial policy of the Group
To review annually the independent auditor’s proposed audit scope and approach
To conduct a review of financial information – including annual and periodical reports, filings and any other published documents containing financial statements – and auditors’ findings, including their constructive
proposals to the management and/or the Board for improvement
To review, in advance, proposed changes in accounting principles and adjustments to financial statements materially affecting financial reporting
To review the financing situation of the Group
To consult with management and independent auditors as to programs being maintained with respect to compliance with laws and regulations relating to financials matters
To review annually the compensation of the independent auditors
To review the annual planning and budgeting process and to review the draft budget proposal ahead of the Board meeting
To perform such other investigatory functions as requested by the full Board
To inform the Board and to recommend resolutions to be taken by the Board when and if motivated by the findings of the committee resulting from its exercising the duties and responsibilities as per the above