Investors

Shareholders' Nomination Panel

 

The Annual General Meeting of 2013 resolved to establish a Shareholders' Nomination Panel. The main purpose of the Panel is to ensure that the Board of Directors and its members maintain and represent a sufficient level of knowledge and competence for the needs of the Company and for this purpose to prepare well-founded proposals to the General Meetings for the election and remuneration of the members of the Board of Directors.

   
PDF.file Charter of the Shareholders' Nomination Panel

 

The Composition of the Nomination Panel 

 

According to the charter of Panel, the Shareholders' Nomination Panel comprises of four members nominated by shareholders, the Chairman of the Board of Directors and one other member of the Board of Directors appointed by the Board. The Shareholders' Nomination Panel will elect a Chairman from amongst its members.

The right to nominate the shareholder representatives lies with those four shareholders whose share of all the voting rights in the Company is the largest on the last working day of September preceding the next Annual General Meeting. The largest shareholders are determined on the basis of the shareholders’ register of the Company held by Euroclear Finland Ltd. However, holdings by a shareholder who, under the Finnish Securities Market Act, has the obligation to disclose changes in shareholdings (flagging obligation) that are divided into several funds or registers, will be summed up when calculating the share of all the voting rights, provided that such shareholder presents a written request to that effect to the Chairman of the Board of Directors no later than on the penultimate working day of September preceding the Annual General Meeting. Should a shareholder not wish to use its nomination right, the right transfers to the next largest shareholder, who would otherwise not have a nomination right.

The current composition of the Nomination Panel is the following:

  • Mr. Pauli Anttila, Investment Manager, nominated by Solidium Oy
  • Mr. Tommi Mäkelä, Investment Manager, nominated by Pharmacy Pension Fund
  • Mr. Pekka Perä, CEO of Ahtium, as a shareholder of the Company
  • Mr. Tapani Järvinen, Chairman of the Board of Directors of the Company and
  • Ms. Solveig Törnroos-Huhtamäki, member of the Board of Directors of the Company and Chairman of the Audit Committee

Mr. Pauli Anttila has been elected to act as the Chairman of the Panel.

Duties of the Nomination Panel

The Nomination Panel shall:

  • prepare and present the proposal to the General Meeting on matters pertaining to the remuneration of the members of the Board of Directors;
  • prepare and present the proposal to the General Meeting on the number of the members of the Board of Directors;
  • prepare and present the proposal to the General Meeting on the appointment of the members of the Board of Directors;
  • take care of the succession planning of the members of the Board of Directors; and
  • answer to shareholders questions in the General Meeting.
Decision-making

The Panel shall have a quorum when at least half of its members are present. Decisions of the Panel shall be unanimous. If consensus cannot be reached, members of the Panel shall present their own proposals to the General Meeting individually or jointly with other members of the Panel.