4. Employee benefits and auditor's remuneration

 

EUR million     2012 2011
Wages and salaries     170.3 153.8
         
PENSION COSTS        
Defined contribution plans     21.0 19.5
Defined benefit plans     1.7 -2.2
         
SHARE-BASED INCENTIVE PLAN      
Equity-settled     1.8 0.8
Cash-settled     3.4 1.1
         
Other social security expenses     14.0 13.1
Total     212.1 186.0

       
Average number of personnel     3,495 3,328

   
 
         

The number of personnel in each segment is presented in Note 1, Segment reporting.

The management's employee benefits are presented in Note 29, Related party transactions.

 

Share-based payments

 

The Group has a share-based incentive plan for the Group’s key persons. The Plan includes earning periods and the Board of Directors shall annually decide on the beginning and duration of the earning periods in 2010, 2011 and 2012. The Board of Directors shall decide on the earning criteria and targets to be established for them at the beginning of each earning period. Two earning periods, calendar year 2010 and calendar years 2010–2012, commenced upon implementation of the plan. Two earning periods, calendar year 2011 and calendar years 2011–2013, commenced in 2011 and two earning periods, calendar year 2012 and calendar years 2012–2014, in 2012. A prerequisite for participation in all earning periods and for receipt of remuneration based on these earning periods is that the key person holds the Company’s shares as determined by the Board of Directors. The remuneration under the plan for the one-calendar-year earning periods 2010, 2011 and 2012 is dependent on the Orion Group’s profit performance and fulfilment of the above-mentioned participation prerequisite, and for the earning periods 2010–2012, 2011–2013 and 2012–2014 on the total return on Orion Corporation B shares.

 

This potential remuneration shall be paid partly in the form of the Company’s B shares and partly in cash in 2013 for the earning period 2012 and also for the earning period 2010–2012, in 2014 for the earning period 2011–2013, and in 2015 for the earning period 2012–2014. Remuneration for the earning period 2010 was paid partly in the form of the Company’s B shares and partly in cash in 2011. Remuneration for the earning period 2011 was paid partly in the form of the Company’s B shares and partly in cash in 2012. The plan includes a restricted period during which shares received under the plan cannot be transferred. Any key person whose employment or service in a Group company ends during the restricted period must return the shares received as remuneration to the Company without compensation. The dates when the restricted periods end are shown in the table below. For the three-year earning periods, there is no restricted period.

 

The target group of the Plan consists of approximately 30 people. The total maximum amount of remuneration to be paid on the basis of the Plan is 500,000 Orion Corporation B shares and a cash payment corresponding to the value of the shares.

 

The costs due to the plan are recorded as expenses during the restricted period. The anticipated dividends have not been taken into account separately because they are taken into account in determining the share-based remuneration. The fair values of the remunerations granted based on the total return on Orion Corporation B shares for the earning periods are shown in the table below. The fair values have been determined using the binary asset-or-nothing call option method.

         

Earning periods currently in effect

 

  2012 2012–2014 2011–2013 2010–2012
Start date of earning period 1 Jan 2012 1 Jan 2012 1 Jan 2011 1 Jan 2010
End date of earning period 31 Dec 2012 31 Dec 2014 31 Dec 2013 31 Dec 2012
End date of restricted period 31 Dec 2014      
Grant date of share remunerations 19 Mar 2012 19 Mar 2012 17 Feb 2011 5 Mar 2010
Fair value of shares at granting, EUR¹ 16.60 16.60 16.39 16.94
Fair value of remuneration at grant date, EUR¹ 4.96 4.85 6.62
 



         

¹ B share closing price on granting date.

 

 

Transferred shares

 


    2012 2011
Number of shares transferred during the period   87,763 102,900
Price per transferred share, EUR¹   16.38 16.75
Total price of transferred shares, EUR million   1.4 1.7
End date of restricted period   31 Dec 2013 31 Dec 2012
         
         

¹ Average price of B shares on transfer date.

 

 

Auditor's remuneration

 

EUR million     2012 2011
Auditing     0.2 0.2
Assingments in accordance with the Auditing Act     0.0 0.0
Advice on taxation     0.1 0.2
Other services     0.0 0.1
Total     0.4 0.5
         


The official financial statement documents including notes to the parent company financial statements and unrounded figures are available in Finnish at www.orion.fi.