The Shareholders' Nomination Board proposes to the Annual General Meeting 2024 that the meeting would decide as follows:
1 Remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes that the annual fees payable to the members of the Board of Directors elected by the Annual General Meeting be as follows:
EUR 137 500 to the Chairperson (2023:EUR 133 000, increase of ~3.4%),EUR 73 500 to the Deputy Chairperson (2023:EUR 72 000, increase of ~2.1%),EUR 55 600 to the members (2023:EUR 54 500, increase of ~2.0%).
In addition to these fees, it is proposed that the Chairperson of a permanent Board Committee be paid an annual fee of
The Shareholders' Nomination Board is of the opinion that increasing the long-term shareholding of the Board members will benefit all the shareholders. Every member of the Board of Directors elected by the Annual General Meeting is expected to over a five-year period accumulate a shareholding in the company that exceeds his/her one-time annual remuneration.
The Shareholders' Nomination Board therefore proposes that part of the annual remuneration may be paid in the company's shares purchased from the market. A member of the Board of Directors elected by the Annual General Meeting may, at his/her discretion, choose from the following five alternatives:
- No cash, 100% in shares
- 25% in cash, 75% in shares
- 50% in cash, 50% in shares
- 75% in cash, 25% in shares, or
- 100% in cash, no shares.
The shares will be acquired directly on behalf of the members of the Board within two weeks from the release of the company's interim report 1 January-
2 Number of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that the company's Board of Directors shall have nine members elected by the Annual General Meeting.
3 Election of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that the current members of the Board of Directors
The Shareholders' Nomination Board proposes that Tomas Franzén shall be re-elected as the Chairperson of the Board of Directors.
The members of the Board of Directors proposed to be re-elected are independent of the company and its major shareholders excluding Petter Söderström, who is independent of the company but not of one of its major shareholders,
The Shareholders' Nomination Board has considered the composition of the Board of Directors as to its overall structure as well as the individual members' versatile and mutually complementary professional expertise and experience. The Shareholders' Nomination Board therefore proposes that the Board of Directors is elected as a whole.
In addition to the above candidates, the company's personnel has elected two members to the Board of Directors. Employees have elected the following persons for the term of office that ends at the close of the next Annual General Meeting: Anders Palklint and Thomas Slettemoen with deputies Ilpo Waljus and
4 Shareholders' Nomination Board
The Annual General Meeting 2010 decided to establish a Shareholders' Nomination Board to prepare proposals for the election and remuneration of the members of the Board of Directors to the Annual General Meeting.
The Shareholders' Nomination Board comprises four members nominated by the largest shareholders and the Chairperson of the Board of Directors. The largest shareholders of the company were determined on the basis of the shareholdings registered in the Finnish, Norwegian and Swedish book-entry systems on
The composition of the Shareholders' Nomination Board that prepared the proposals to the AGM 2024 is as follows:
Chairperson, Annareetta Lumme-Timonen, Investment Director, Solidium
Tomas Franzén, Chairperson of the Board of Directors,
The Shareholders' Nomination Board shall report to the Annual General Meeting on how its work was conducted and present the technical updates made based on the authorization to its charter.
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