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financial statements 2011
Structure and Compensation Committee
The Structure and Compensation Committee directs
the development of the Group’s structure and key
business areas. The Committee also prepares matters
relating to executive appointments, the terms and
conditions of corporate executives’ contracts, their
salaries, compensation systems, and principles of
compensation.
In 2011, the Structure and Compensation Commit-
tee consisted of three members: Lauri Ratia (Chair-
man), Eva Persson and Jussi Lystimäki. The Committee
convened four times, with an attendance rate of 100
percent.
CEO
The Board of Directors appoints the ceo, who is
responsible for managing and developing the Group’s
operations in accordance with the provisions and
guidelines laid down in the Limited Liability Compa-
nies’ Act and the Articles of Association and as issued
by the Board. The ceo is responsible for ensuring
the legality of accounting and the reliability of asset
management. The ceo is directly responsible for the
following functions: implementation of Group strategy,
financial administration, general administration, the
direction and supervision of the business areas, public
and stakeholder relations, and the preparation of
Board meetings. The ceo regularly reports to the
Board on the Group’s operational performance and
financial position.
Since August 8, 2005, the ceo of Edita Plc has been
Timo Lepistö, ll.m., born in 1959.
Group management team
The Group Management Team comprises the ceo and,
as appointed by the Board on the basis of the Struc-
ture and Compensation Committee’s proposal, the
Chief Financial Officer, the Human Resources Director,
the Communications Director, and the Managing
Directors of the business areas.
The Management Team is responsible for mak-
ing action plans to implement Group strategy in the
business units, for examining annual business plans and
budgets, for monitoring profit performance and taking
any measures needed to rectify poor performance, for
coordinating and monitoring the implementation of
investment plans, for overseeing the implementation
of business restructuring, for supervising risk manage-
ment, and for monitoring major day-to-day operating
actions and decisions.
None of the Group Management Team members
or those close to them has any significant business
relationships with companies in the Edita Group.
Business areas
Edita’s business is divided into four business areas: Mar-
keting Services, Editorial Communication, Publishing,
and Print & Distribution.
Compensation
Compensation of Board members
The Annual General Meeting decides on the compen-
sation of Board members annually. Members of the
Board and its Committees are remunerated financially.
Members of the Board are not entitled to incentive
systems based on shares or share derivatives.
Compensation of the ceo and corporate executives
The compensation of the ceo and members of the
Group Management Team consists of a fixed monthly
salary, standard benefits, a performance-based bonus
which is based on annually decided criteria that must
be met for the bonus to be paid, and a long-term com-
pensation system. Edita does not use incentive systems
based on shares or share derivatives.
The Board of Edita Plc decides the terms and con-
ditions of the contracts of the ceo and members of
the Group Management Team. Every year the Board
sets targets, based on the budget and operating plans,
that must be met for bonuses to be paid, and decides
on the compensation of the ceo and members of the
Group Management Team. As regards others than the
ceo and members of the Group Management Team,
the Board decides on the principles of compensation
on the basis of the Structure and Compensation Com-
mittee’s proposal.
The ceo is entitled to a performance-based bonus,
which is no more than 40 percent of his/her annual
taxable earnings. The members of the Group Manage-
ment Team are entitled to a performance-based bo-
nus, which is no more than 30 percent of their annual
taxable earnings. The short-term performance-based
bonus is tied to the operating profit and to personal
targets. The ceo and some members of the Group
Management Team were included in the long-term
“bonus bank” incentive system established to increase
long-term commitment during the period 2007–2011.
According to a decision by the Board of Directors
on February 9, 2010, the old incentive system was
discontinued as per December 31n 2009 and replaced
with a similar new system for the years 2010–2012. The
“bonus bank” system is used to reward the Group’s
key personnel for reaching the targets approved annu-
ally by the Board. The long-term performance-based
bonus is tied to the long-term profitable growth of the
Group. Under the system, the maximum annual bonus
may not exceed 40 percent of the ceo’s annual taxable