Proposal for the composition of the Board of Directors
Valmet’s Nomination Board proposes to the next Annual General Meeting, which is planned to be held on March 19, 2020, that the number of members of the Board of Directors for the term expiring at the close of the Annual General Meeting 2021 will be seven, and that
- Aaro Cantell, Pekka Kemppainen, Monika Maurer, Mikael Mäkinen, Eriikka Söderström, Tarja Tyni and Rogerio Ziviani are re-elected as Board members,
- Mikael Mäkinen is re-elected as the Chairman of the Board and Aaro Cantell as the Vice-Chairman of the Board.
”The nomination board has evaluated that Valmet’s Board of Directors has in its operation shown versatile know-how in leading and developing international business. The diversity of the Board and the mutually complementary experience of its members support the company’s business operations and promote good corporate governance”, says Antti Mäkinen, Chairman of the Nomination Board.
The members of the Board of Directors are presented on Valmet’s website https://www.valmet.com/investors/governance/board-of-directors/.
Proposal for the remuneration of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that the annual remuneration payable to the members of the Board of Directors to be elected at the Annual General Meeting for the term until the close of the Annual General Meeting in 2021 be increased and implemented as follows:
- EUR 115,000 for the Chairman of the Board (2019: 110,000),
- EUR 67,500 for the Vice-Chairman of the Board (2019: 66,000),
- EUR 54,000 for each Board member (2019: 52,800).
Furthermore, the Nomination Board proposes that a base fee of EUR 7,000 shall be paid for each member of the Audit Committee, EUR 14,000 for the Chairman of the Audit Committee, EUR 4,000 for each member of the Remuneration and HR Committee, and EUR 6,000 for the Chairman of the Remuneration and HR Committee.
In addition, the Nomination Board proposes that a meeting fee in the amount of EUR 700 shall be paid for those members whose place of residence is in Nordic countries, EUR 1,400 for those members whose place of residence is elsewhere in Europe and EUR 2,800 for those members whose place of residence is outside of Europe for the Board meetings attended, including the meetings of the committees of the Board of Directors.
The Nomination Board proposes to the Annual General Meeting that as a condition for the annual remuneration the members of the Board of Directors are obliged, directly based on the Annual General Meeting’s decision, to use 40 percent of the fixed annual remuneration for purchasing Valmet Oyj shares at a price formed on a regulated market on the main list of Nasdaq Helsinki stock exchange and that the purchase will be carried out within two weeks from the publication of the Interim Review for the period January 1, 2020 to March 31, 2020.
The Nomination Board
Antti Mäkinen (CEO, Solidium Oy) acted as the Chairman of the Nomination Board. The other members of the Nomination Board were Jouko Pölönen (President and CEO, Ilmarinen Mutual Pension Insurance Company), Satu Huber (CEO, Elo Mutual Pension Insurance Company), Reima Rytsölä (Deputy CEO, Varma Mutual Pension Insurance Company), and Mikael Mäkinen as an expert member in his capacity as the Chairman of the Board of Directors of Valmet Oyj.
Valmet’s Board of Directors will include these proposals into the notice of the Annual General Meeting of 2020, which is estimated to be published on February 5, 2020.
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