ALTEO Nyrt.'s Remuneration Policy | Effective from: April 19, 2024 |
Remuneration Policy
established for the Directors of
ALTEO Nyrt.
- consolidated with the amendments adopted on April 19, 2024 -
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ALTEO Nyrt.'s Remuneration Policy | Effective from: April 19, 2024 |
1 Preamble
In respect of the Directors of ALTEO Energiaszolgáltató Nyilvánosan Működő Részvénytársaság (hereinafter: "ALTEO" or "Company"), the Company's Board of Directors acting within the competence of the General Meeting adopted the Company's remuneration policy that served legal compliance as specified below (hereinafter: "Original Remuneration Policy") with Resolution No. 10/2020. (IV.30.). This Original Remuneration Policy was amended by the Board of Directors, acting within the competence of the General Meeting, with its Resolution No. 6/2021. (IV.19.) and then by the General Meeting with its Resolution No. 12/2023. (IV.21.), in a consolidated structure. With a view to the fact that changes have occurred in respect of the members of the Company's Board of Directors and that remuneration policies affecting the Directors have been adopted under the Employee Share Ownership Program (hereinafter: "ESOP"), these material changes require the Original Remuneration Policy to be revised accordingly. This is the reason why this remuneration policy was drawn up (hereinafter: "Remuneration Policy").
Shareholders did not offer any comments or opinions when making the decisions to adopt the Original Remuneration Policy or the decisions to amend it. Furthermore, no comments or opinions were formulated by shareholders either in the Remuneration Report prepared on the basis of the Original Remuneration Policy and adopted by the General Meeting with its Resolution No. 9/2022 (IV. 19.) or the Remuneration Report adopted by the General Meeting with its Resolution No. 13/2023. (IV.21.) and, therefore, no comments or opinions had to be taken into consideration specifically during the review of this Remuneration Policy.
2 The objective of the Remuneration Policy
This Remuneration Policy established in respect of the directors of ALTEO serves compliance with Act LXVII of 2019 on the Encouragement of Long-Term Shareholder Engagement and the Amendment of Certain Acts with a view to Legal Harmonization (hereinafter: "Act").
The objective of this Remuneration Policy is
- for the Company's shareholders to gain a clear, straightforward and comprehensive overview of the Company's remuneration principles applicable to officers defined as Directors below, enabling them, based on this, to make an informed decision regarding the Remuneration Policy at the Company's General Meeting;
- to contribute to the business strategy, long-term interests and sustainability of the Company;
- to ensure that the performance of officers defined as Directors below is assessed using both financial and non-financial performance criteria, including, where appropriate, environmental, social and governance factors.
3 Principles
ALTEO finds it essential that the principles of remuneration provided to directors are in line with the strategy of ALTEO and its subsidiaries as defined in Section 3 (2) 2) of Act C of 2000 on Accounting (hereinafter: "Accounting Act") (ALTEO and its subsidiaries hereinafter collectively referred to as: "ALTEO Group"). By way of its Remuneration Policy, ALTEO provides benefits to its directors that are competitive relative to the situation of the Hungarian labor market, thereby encouraging and incentivizing them to accomplish the long-term strategic objectives and those set out in the business plans. ALTEO uses a share award scheme to ensure that the interests of Directors are aligned with those of shareholders, that key personnel are committed to the Company and focused on long-term value- creation. The Company also recognizes the accomplishment of objectives in a pecuniary fashion, however, in absence of such accomplishments the value of variable incentives may also be zero.
The benefit structure established on the basis of this Remuneration Policy and the payments made based thereon contribute to the Company's business strategy, long-term interest and sustainability by increasing the vested interest of Directors in long-termvalue-creation established through long-term strategic objectives generally characteristic of the energy industry and by way of projects with decade- long durations, and thereby maximizing their commitment to ALTEO.
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ALTEO Nyrt.'s Remuneration Policy | Effective from: April 19, 2024 |
In the context of drawing up the Remuneration Policy, the Company took the salaries and employment conditions of its employees into consideration by ensuring that the principles of liability assumption and fairness are enforced in equal measure.
4 The scope of the Remuneration Policy
The entry into force of this Remuneration Policy is subject to its approval by the General Meeting of the Company through an advisory vote. This Remuneration Policy was drawn up for the ordinary session of the General Meeting convened for April 19, 2024 for the reasons detailed in the Background Section. If adopted by the General Meeting, it will enter into force without delay by the passing of the resolution, and will remain in force until the decision of the General Meeting stipulating otherwise, but for not more than three (3) years.
The personal scope of this Remuneration Policy extends to Directors as defined in Section 2(2) of the Act, who as per the Company's interpretation at the time of the adoption of this Remuneration Policy shall include the members of ALTEO's Board of Directors (BoD) or Supervisory Board (SB), as well as the Chief Executive Officer and the executive employees acting as Deputy CEOs, provided they are not members of the Board of Directors or Supervisory Board (hereinafter generally referred to as: "Director" or "Directors").
The provisions of this Remuneration Policy must be applied to the consideration provided by the Company to the Director in respect of their employment relationship, agency relationship or any other legal relationship aimed at the performance of work with the Company, including in particular the provision of wage, honorarium, reward, other pecuniary and non-pecuniary benefits, cost reimbursements, securities and other intangible property rights.
5 Remuneration Committee
ALTEO has no remuneration committee in place; tasks related to remuneration are performed by the Board of Directors and, in certain cases, by the CEO.
6 Explanations facilitating interpretation
The list of Directors (without names) and their status, aiming to help the interpretation of the Remuneration Policy, are contained in Appendix 1.
For the purposes of this Remuneration Policy, 'base wage' shall mean the gross amount of the base wage as defined in Act I of 2012 on the Labor Code (hereinafter: "Labor Code"), and all benefit elements that are based on the base wage are incurred as gross amount costs at ALTEO but, after deduction of the taxes and contributions, the Director shall receive the remaining net amount.
Where the Remuneration Policy refers to shares or share award, this refers to ordinary dematerialized series 'A' ALTEO shares issued by ALTEO with a face value of HUF 12.5 with ISIN identifier HU0000155726, or the transfer of title to such shares.
7 Overview of the remuneration of Directors
Members of the Board of Directors receive an equal amount of honorarium, while the honorarium of the Chair and the Deputy Chair of the Board of Directors may only exceed the honorarium of regular members by 30% and 20% at the most, respectively. Pursuant to Article 13 of the Company's Articles of Association, of the members of the Board of Directors, the Chief Executive Officer and members of the Board of Directors who are in an employment relationship with the Company qualify as executive members. Only executive members of the Board of Directors are tasked with preparing and implementing the decisions of the Board of Directors and the operative governance of the Company. Non-executive members of the Board of Directors are entitled to form a committee in accordance with the rules of procedure. Members of the Board of Directors receive an honorarium, the amount of which is determined by the General Meeting in a resolution. Beyond the honorarium, all executive members of the Board of Directors receives compensation elements as set out in their employment contract.
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ALTEO Nyrt.'s Remuneration Policy | Effective from: April 19, 2024 |
7.1 Remuneration provided to non-executive members of the Board of Directors
Name of | Description of remuneration element | Body/person |
remuneration | authorized to | |
element | establish | |
remuneration | ||
Honorarium as a | The fixed-amount gross agency fee determined by the | General |
fixed remuneration | General Meeting concurrently with the appointment of the | Meeting |
element | BoD member, which may be determined as installments | |
payable monthly, quarterly or annually, and which serves | ||
as consideration for the tasks accompanying BoD | ||
membership. The honorarium must be set in an amount that | ||
is suitable to allow for the appointment of persons with | ||
skills and experience required for BoD membership, and | ||
which makes the acceptance of the position appealing. | ||
The General Meeting is entitled to review the honorarium | ||
at its own discretion during members' term. The agency fee | ||
is adjusted each year in accordance with the rate of the | ||
minimum wage increase applicable for the fiscal year in | ||
question, by applying the rules of rounding to 5,000 to | ||
determine the specific value. | ||
Variable fee | Non-executive BoD members receive no benefits, rewards | General |
elements, rewards | tied to the achievement of specific targets. | Meeting |
Share award | As per Section 8 of this Remuneration Policy. | General |
Meeting | ||
Reimbursement of | No pre-defined cost reimbursement budget is available for | General |
costs | non-executive BoD members, but at the same time, ALTEO | Meeting |
reimburses necessary costs to a reasonable extent (e.g. travel | ||
and accommodation costs) that are incurred during the | ||
fulfillment of the obligations linked to BoD membership. | ||
Other benefits | Non-executive BoD members are not beneficiaries of | General |
ALTEO's pension and health insurance program and | Meeting | |
receive no other additional benefits. |
7.2 Remuneration provided to the executive member of the Board of Directors
The executive member of the Board of Directors is also in an employment relationship with the Company and qualifies as an executive employee as per the Labor Code. The terms of the two legal relationships have been determined in view of one another, however, may be terminated or - following the appropriate legal act - amended independently of one another.
7.2.1 Benefits due on the basis of the agency relationship, in view of Board of Directors membership
Name of | Description of remuneration element | Body/person |
remuneration | authorized to | |
element | establish | |
remuneration | ||
Honorarium as a | As per the terms specified for non-executive BoD members. | General |
fixed remuneration | Meeting | |
element | ||
Share award | As per Section 8 of this Remuneration Policy. | General |
Meeting |
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ALTEO Nyrt.'s Remuneration PolicyEffective from: April 19, 2024
Name of | Description of remuneration element | Body/person |
remuneration | authorized to | |
element | establish | |
remuneration | ||
Reimbursement of | No pre-defined cost reimbursement budget is available for | General |
costs | the executive member of the BoD, but at the same time, | Meeting |
ALTEO reimburses necessary costs to a reasonable extent | ||
(e.g. travel and accommodation costs) that are incurred | ||
during the fulfillment of the obligations linked to BoD | ||
membership. |
7.2.2 Benefits due based on the employment contract concluded with the Company
Name of | Description of remuneration | Body/person authorized to |
remuneration | element | establish remuneration |
element |
Base wage and | The wage of BoD members |
other wage | corresponding to their position at the |
supplements, fees | Company qualifies as a fixed benefit. |
due pursuant to the | The base wage must be determined |
Labor Code | on a market basis and at competitive |
levels, to ensure that it is suitable to | |
attract and retain workforce with the | |
skills and experience required for the | |
performance of the task. The base | |
wage is reviewed annually, between | |
February and April, with any changes | |
entering into force retroactively from | |
the start of the calendar year. Such | |
amendments are impacted by the | |
performance of the individual and the | |
business line falling under their scope | |
of responsibility, the wage policy | |
relating to all employees (general | |
wage hike or restructuring), as well | |
as comparative data (in particular | |
wage data of companies and | |
competitors listed on the BSE, that | |
are of a size and market capitalization | |
similar to ALTEO, or of a similar | |
profile active in the industry). |
The base wage is determined by the body exercising employer's rights, based on negotiations conducted with the employee.
Short-termThe short-term incentive benefit is incentive benefit as calculated on the basis of the base
a variable benefit wage of the Director paid in a given
elementcalendar year, with the maximum of the applicable rate set at 130% thereof. Further details are provided in Section 8 of this Remuneration Policy.
The Board of Directors adopts the remuneration policy for the short- term incentive benefit, including the conditions for eligibility. Whether or not such conditions are met is determined by the management of the ALTEO Employee Share Ownership Program Organization (hereinafter: "ESOP Organization") on the basis of information provided by the Company. In addition, the Director and the body exercising employer's rights over the Director in the name of the Company enter into a separate
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ALTEO Nyrt.'s Remuneration PolicyEffective from: April 19, 2024
Name of | Description of remuneration | Body/person authorized to |
remuneration | element | establish remuneration |
element | ||
performance evaluation agreement in | ||
accordance with the applicable | ||
internal policy, which allows for the | ||
adjustment of the remuneration in | ||
line with the remuneration policy. | ||
Evaluation and payment are governed | ||
by the applicable remuneration policy | ||
adopted by the Board of Directors of | ||
the Company and the effective | ||
Articles of Association of the ESOP | ||
Organization. | ||
Share award | As per Section 8 of this Remuneration | General Meeting |
Policy. |
Extraordinary | Provided in the case of the outstanding |
reward | performance of the Director, based |
on the decision of the person exercising | |
employer's rights, up to 100% of the | |
Director's annual base salary. |
The body exercising employer's rights over the Director in the name of the Company.
Cafeteria | An amount corresponding | to the |
Cafeteria policy uniformly | applied |
in respect of all of the Company's employees, but 5% of the base wage of the Director paid in a given calendar year at the most.
In line with the Company's applicable policy, which the CEO determines uniformly in respect of all employees of the Company.
Pension | Voluntary pension fund contribution, | In line with the Company's applicable |
the rate of which is 6% of the base | policy, which the CEO determines | |
wage and which is paid by the | uniformly in respect of all employees | |
Company on a monthly basis. | of the Company. | |
Health and accident | An amount corresponding to the | In line with the Company's applicable |
insurance | insurance policy uniformly applied in | policy, which the CEO determines in |
respect of all of the Company's | respect of the executive BoD member | |
executive employees, but 5% of the | of the Company. | |
base wage of the Director paid in a | ||
given fiscal year at the most. |
Company car use, To its executive BoD member,
fuel costALTEO ensures the use of a vehicle
reimbursement with a value and trim level corresponding to their office and position. In the case of vehicles owned by ALTEO, the purchase price or rental/leasing fee, maintenance costs and fuel costs thereof are recognized under this benefit type. The value of benefits involving vehicle use may not exceed 30% of the annual base wage. The use of such vehicles for private purposes is permitted.
In line with the Company's applicable policy, which the CEO determines in respect of all employees of the Company in a differentiated manner for the respective positions.
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ALTEO Nyrt.'s Remuneration PolicyEffective from: April 19, 2024
Name of | Description of remuneration | Body/person authorized to |
remuneration | element | establish remuneration |
element |
Other low-value ALTEO provides Directors with
benefitsmobile phones and laptops for use, which - with applicable IT and security regulations observed - may also be used for private purposes and, furthermore, Directors may also be beneficiaries of benefits provided to a wider range of employees (e.g. Santa Claus packages, participation at Family Days, etc.). The aggregate value of other benefits may not exceed 5% of the Director's annual base wage.
In line with the Company's applicable policies, which the CEO determines in respect of all employees of the Company in a differentiated manner for the respective positions.
7.3 Remuneration provided to members of the Supervisory Board
Members of the Supervisory Board of the Company perform their functions under an agency agreement and are elected by the General Meeting for a fixed term. Members of the Supervisory Board receive an equal amount of honorarium, but the honorarium of the Chair of the Supervisory Board may only exceed the honorarium of regular members by 30% at the most.
Name of | Description of remuneration element | Body/person |
remuneration | authorized to | |
element | establish | |
remuneration | ||
Honorarium as a | The fixed-amount gross agency fee determined by the | General Meeting |
fixed remuneration | General Meeting concurrently with the appointment of | |
element | the SB member, which may be determined as | |
installments payable monthly, quarterly or annually, and | ||
which serves as consideration for the tasks accompanying | ||
SB membership. The honorarium must be set in an | ||
amount that is suitable to allow for the appointment of | ||
persons with skills and experience required for SB | ||
membership, and which makes the acceptance of the | ||
position appealing. The General Meeting is entitled to | ||
review the honorarium at its own discretion during | ||
members' term. The agency fee is adjusted each year in | ||
accordance with the rate of the minimum wage increase | ||
applicable for the fiscal year in question, by applying the | ||
rules of rounding to 5,000 to determine the specific value. | ||
Variable fee | Members of the SB receive no benefits, rewards tied to | General Meeting |
elements, rewards | the achievement of specific targets. | |
Share award | Members of the SB are not awarded shares. | General Meeting |
Reimbursement of | No pre-defined cost reimbursement budget is available | General Meeting |
costs | for SB members, but at the same time, ALTEO reimburses | |
necessary costs to a reasonable extent (e.g. travel and | ||
accommodation costs) that are incurred during the | ||
fulfillment of the obligations linked to SB membership. | ||
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ALTEO Nyrt.'s Remuneration PolicyEffective from: April 19, 2024
Name of | Description of remuneration element | Body/person |
remuneration | authorized to | |
element | establish | |
remuneration | ||
Other benefits | SB members are not beneficiaries of ALTEO's pension | General Meeting |
and health insurance program and receive no other | ||
additional benefits. | ||
7.4 Remuneration provided to Directors who are not members of ALTEO's Board of Directors or Supervisory Board
Among Directors, key personnel that are involved in the Company's operative governance but are not members of elected executive (BoD) or supervisory (SB) bodies, are employed by ALTEO as executive employees, with their legal relationship subject to the provisions of the Labor Code.
Name of | Description of remuneration element | Body/person authorized to |
remuneration | establish remuneration | |
element |
Base wage and | The wage of the Director corresponding |
other wage | to their position at the Company qualifies |
supplements, fees | as a fixed benefit. The base wage must be |
due pursuant to the | determined on a market basis and at |
Labor Code | competitive levels, to ensure that it is |
suitable to attract and retain workforce | |
with the skills and experience required for | |
the performance of the task. The base wage | |
is reviewed annually, between February | |
and April, with any changes entering into | |
force retroactively for the calendar year. | |
Such amendments are impacted by the | |
performance of the individual and the | |
business line falling under their scope of | |
responsibility, the wage policy relating to | |
all employees (general wage hike or | |
restructuring), as well as comparative | |
data (in particular wage data of | |
companies and competitors listed on the | |
BSE, that are of a size and market | |
capitalization similar to ALTEO, or of | |
a similar profile active in the industry). |
The base wage is determined by the exerciser of employer's rights, based on negotiations conducted with the employee.
Short-term | The short-term incentive benefit is |
incentive as a | calculated on the basis of the base wage |
variable benefit | of the Director paid in a given calendar |
element | year, with the maximum of the applicable |
rate set at 130% thereof. Further details | |
are provided in Section 8 of this | |
Remuneration Policy. |
The Board of Directors adopts the remuneration policy for the short-term incentive benefit, including the conditions for eligibility. Whether or not such conditions are met is determined by the management of the ESOP Organization on the basis of information provided by the Company. In addition, the Director and the person exercising the employer's rights over the Director in the name of the Company enter into a separate performance evaluation
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ALTEO Nyrt.'s Remuneration PolicyEffective from: April 19, 2024
Name of | Description of remuneration element | Body/person authorized to | |||
remuneration | establish remuneration | ||||
element | |||||
agreement in accordance with the | |||||
applicable internal policy, which | |||||
allows for the adjustment of the | |||||
remuneration in line with the | |||||
remuneration policy. Evaluation | |||||
and payment are governed by the | |||||
applicable | remuneration policy | ||||
adopted by the Board of Directors | |||||
of the Company and the effective | |||||
Articles of Association of the | |||||
ESOP Organization. | |||||
Extraordinary | Provided in the case of the outstanding | The person exercising employer's | |||
reward | performance of the Director, based on the | rights over the Director in the | |||
decision of the person exercising | name of the Company. | ||||
employer's rights, up to 100% of the | |||||
Director's annual base salary. | |||||
Share award | As per Section 8 of this Remuneration | The person exercising employer's | |||
Policy. | rights over the Director in the | ||||
name of the Company. | |||||
Cafeteria | An amount corresponding to the Cafeteria | In line with the Company's | |||
policy uniformly applied in respect of all | applicable policy, which the CEO | ||||
of the Company's employees, but 5% of | determines uniformly in respect | ||||
the base wage of the Director paid in a | of all employees of the Company. | ||||
given fiscal year at the most. | |||||
Pension | Voluntary pension fund contribution, the | In line with the Company's | |||
rate of which is 6% of the annual base | applicable policy, which the CEO | ||||
wage and which is paid by the Company | determines uniformly in respect | ||||
on a monthly basis. | of all employees of the Company. | ||||
Health and accident | An amount corresponding to the insurance | In line with the Company's | |||
insurance | policy uniformly applied in respect of all | applicable | policy, | which | the |
of the Company's executive employees, | CEO determines | uniformly | in | ||
but 5% of the base wage of the Director | respect of the executive employees | ||||
paid in a given calendar year at the most. | of the Company. | ||||
Employer loan | May be provided subject to individual | The person exercising employer's | |||
agreements, at market conditions. | rights over the Director in the | ||||
name of the Company. | |||||
Company car use, | ALTEO ensures the use of vehicles to its | In line with the Company's | |||
fuel cost | executive employees with a value and | applicable policy, which the CEO | |||
reimbursement | trim level corresponding to their respective | determines in respect of all | |||
office and position. In the case of vehicles | employees of the Company in | ||||
owned by ALTEO, the purchase price or | a differentiated manner for | the | |||
rental/leasing fee, maintenance costs and | respective positions. | ||||
fuel costs thereof are recognized under | |||||
this benefit type. The value of benefits | |||||
involving vehicle use may not exceed |
30% of the gross annual base wage. The use of such vehicles for private purposes is permitted.
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ALTEO Nyrt.'s Remuneration PolicyEffective from: April 19, 2024
Name of | Description of remuneration element | Body/person authorized to |
remuneration | establish remuneration | |
element |
Other benefits ALTEO provides Directors with mobile phones and laptops for use, which - with applicable IT and security regulations observed - may also be used for private purposes and, furthermore, Directors may also be beneficiaries of benefits provided to a wider range of employees (e.g. Santa Claus packages, participation at Family Days, etc.). The aggregate value of other benefits may not exceed 5% of the Director's annual base wage.
In line with the Company's applicable policy, which the CEO determines in respect of all employees of the Company in a differentiated manner for the respective positions.
7.5 Material terms and conditions of contracts concluded with Directors pertaining to the performance of work or functions
Contractual term | Policy applied |
Term | The agency agreement of BoD and SB members has a fixed term of five years |
at the most. As a general rule, the expiry of the term of subsequently elected | |
BoD and SB members is aligned with the end of the term of the previously | |
elected members, meaning that the term of all members expires at the same | |
time, however, the General Meeting may decide to deviate from this in | |
individual cases, i.e. to appoint subsequently elected BoD and SB members | |
for a different term than the previously elected members. The employment | |
contract of Directors (also) employed under an employment relationship has | |
an indefinite term. | |
Rules pertaining to | The Company has no program in place relating to early retirement. |
supplementary | The Company pays the voluntary pension fund contribution specified herein |
pension or early | to the benefit of Directors employed under an employment relationship. |
retirement | |
Notice period, and | The contract of BoD and SB members is terminated in the cases specified in |
the terms of | Section 3:25 of the Civil Code. The General Meeting is entitled to recall such |
contract | persons, even with immediate effect. BoD and SB members may resign from |
termination | their position at any time, but if the operation of the Company so demands, |
such resignation will not become effective until the designation or appointment | |
of the new executive officer, or in the absence thereof, the 60th day following | |
the communication of such resignation at the latest. | |
The employment contract of Directors (also) employed in the framework of | |
an employment relationship may be terminated pursuant to the provisions of | |
the Labor Code with the stipulation of a notice period of two (2) months at | |
the least and six (6) months at the most, which is uniformly applicable to | |
cases of termination by either the Director or the Company. | |
Payments due in | Departure from the provisions of the Labor Code on severance pay in the |
the event of | employment contracts of Directors (also) employed under an employment |
termination of | relationship is only possible to the benefit of the Director. In the agreement |
contract | concluded in the employment contract in respect of the amount of severance |
pay, the Company may take into account the Director's service time at | |
the Company's affiliated companies as per Section 3(2)7) of the Accounting | |
Act, their age, labor market situation and personal circumstances, however, | |
the severance pay payable to the Director based on the employment contract |
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ALTEO Energiaszolgáltató Nyrt. published this content on 19 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 April 2024 13:46:11 UTC.