Proposal for the composition of the Board of Directors
Valmet Oyj’s shareholders’ Nomination Board proposes to the next Annual General Meeting, which is planned to be held on March 22, 2022, that the number of members of the Board of Directors for the term expiring at the close of the Annual General Meeting 2023 will be conditionally eight, however, prior to the registration of the merger of Valmet and Neles (“Effective Date”) announced earlier, the number of members of the Board of Directors will be six and that
- Aaro Cantell, Pekka Kemppainen, Per Lindberg, Monika Maurer, Mikael Mäkinen and Eriikka Söderström are re-elected as Board members,
- Jaakko Eskola and Anu Hämäläinen are elected conditionally as new Board members for the term commencing on the Effective Date, and
- Mikael Mäkinen is re-elected as the Chairman of the Board and Aaro Cantell re-elected as the Vice Chairman of the Board until the Effective Date, from which date on Jaakko Eskola will act as the Vice Chairman of the Board.
The provisions of the Temporary Act (375/2021) are applied on the Annual General Meeting, and such provisions are arguable with regard to the election procedure, due to which the shareholders’ nomination board recommends with regard to the election procedure of the members of the Board of Directors that the shareholders take a position on the proposal as a whole at the Annual General Meeting.
The Nomination Board notes that all proposed Board members are independent of the company. With the exception of Aaro Cantell, the proposed board members are independent of the company’s significant shareholders. Valmet’s definition of Board members’ independence complies with the Finnish Corporate Governance Code.
The members of the Board of Directors are presented on Valmet’s website https://www.valmet.com.
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 2023 be increased conditionally, subject to the completion of the merger, as of the Effective Date as follows:
• EUR 145,000 for the Chairman of the Board (2021: 118,000),
• EUR 80,000 for the Vice-Chairman of the Board (2021: 70,000),
• EUR 64,000 for a Board member (2021: 56,000).
Until the Effective Date, the annual remuneration of the Board of Directors will remain at the 2021 level. The annual remuneration of the members of the Board of Directors elected conditionally will be paid in proportion to the length of their term of office.
Furthermore, the Nomination Board proposes that a base fee of EUR 7,000 shall be paid for each member of the Audit Committee, EUR 16,000 (2021: 14,000) for the Chairman of the Audit Committee, EUR 4,000 for each member of the Remuneration and HR Committee, and EUR 8,000 (2021: 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 750 (2021: EUR 750) shall be paid for those members whose place of residence is in Nordic countries, EUR 1,500 (2021: EUR 1,500) for those members whose place of residence is elsewhere in Europe and EUR 3,000 (2021: EUR 3,000) 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.
For meetings in which a Board member participates via remote connection, including the meetings of the committees of the Board of Directors, the Nomination Board proposes that a meeting fee of EUR 750 shall be paid to Board members. Furthermore, the Nomination Board proposes that a meeting fee of EUR 1,500 shall be paid to Board members for a Board travel meeting.
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 first Interim Review following the Effective Date.
Proposal for amending the Charter of the Nomination Board
In addition, The Nomination Board proposes to the next Annual General Meeting, that the Annual General Meeting approves the Charter of the Nomination Board attached to the proposal.
The Nomination Board
Annareetta Lumme-Timonen (Investment Director, Solidium Oy) acted as the Chair of the Nomination Board. The other members of the Nomination Board were Mikko Mursula (Deputy CEO, Investments, Ilmarinen Mutual Pension Insurance Company), Hanna Hiidenpalo (Deputy CEO, Chief Investment Officer, 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 2022, which is estimated to be published on February 3, 2022.
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