The proposal of the Nomination Board of Valmet for the composition and remuneration of the Board of Directors
Valmet Oyj's stock exchange release on January 16, 2017 at 4:30 p.m. EET
Proposal for the composition of the Board of Directors
The Nomination Board of Valmet proposes to the next Annual General Meeting, which is planned to be held on March 23, 2017, that the number of members of the Board of Directors until closing of the Annual General Meeting 2018 will be seven and that
- Bo Risberg, Lone Fønss Schrøder, Rogerio Ziviani, Aaro Cantell, Jouko Karvinen and Tarja Tyni are re-elected as Board members,
- Eriikka Söderström is elected as a new Board member.
The Nomination Board proposes that Bo Risberg is re-elected as the Chairman of the Board and Jouko Karvinen is elected as the Vice-Chairman of the Board.
Mikael von Frenckell and Friederike Helfer, members of the Board of Directors of Valmet, have informed Valmet's Nomination Board that they will not be available in the election of the Board of Directors in the next Annual General Meeting. Mikael von Frenckell (born 1947), has served as a member of Metso's Board of Directors 2010-2013, and as the Vice-Chairman 2012-2013. He has served as the Vice-Chairman of Valmet's Board of Directors since the demerger (December 31, 2013). Friederike Helfer (born 1976), has served as a member of Valmet's Board of Directors since the demerger (December 31, 2013).
The Nomination Board notes, that a personnel representative will participate as an invited expert in Board meetings within the limitations imposed by the Finnish law. The new Board of Directors will invite the personnel representative as its external expert in its organizing meeting after the Annual General Meeting.
"In a very global company, such as Valmet, the Board of Directors should have a very extensive experience and possess a wide range of knowledge. I believe that the nominee for the Board of Directors, which the Nomination Board is proposing, more than fulfils this ambition", says Kari Järvinen, the Chairman of the Nomination Board.
Proposed new Member of the Board of Directors
Eriikka Söderström is currently a member of the Board of Directors and the Chairman of the Audit Committee at Comptel Corporation. She has previously been Chief Financial Officer at Kone Corporation and Vacon Plc among others, and held several senior positions within finance, and corporate and business controlling.
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 2018 be as follows:
- EUR 100,000 for the Chairman of the Board,
- EUR 60,000 for the Vice Chairman of the Board,
- EUR 48,000 for each Board member.
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 meeting 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 shares from the market at a price formed in trading at Nasdaq Helsinki's stock exchange list and that the purchase will be carried out within two weeks from the publication of the Interim Review for the period January 1, 2017 to March 31, 2017.
The Nomination Board
Kari Järvinen (Managing Director, Solidium Oy) acted as the Chairman of the Nomination Board. The members the Nomination Board were Risto Murto (CEO, Varma Mutual Pension Insurance Company), Roger Hagborg (Investment Advisory Professional, Solero LuxCo S.à r.l., Funds advised by Triton), Satu Huber (CEO, Elo Mutual Pension Insurance Company) and Bo Risberg as an expert member in his capacity as the Chairman of the Board of Directors of Valmet.
Valmet's Board of Directors will include these proposals into the notice of the Annual General Meeting of 2017, which is estimated to be published on February 8, 2017.
Further information, please contact:
Kari Järvinen, Chairman of Valmet's Nomination Board, tel. +358 40 548 3995
Rasmus Oksala, General Counsel, Valmet, tel. +358 10 672 0026
VALMET
Kari Saarinen
CFO
Calle Loikkanen
Director, Investor Relations
Valmet is the leading global developer and supplier of process technologies, automation and services for the pulp, paper and energy industries. We aim to become the global champion in serving our customers.
Valmet's strong technology offering includes pulp mills, tissue, board and paper production lines, as well as power plants for bioenergy production. Our advanced services and automation solutions improve the reliability and performance of our customers' processes and enhance the effective utilization of raw materials and energy.
Valmet's net sales in 2015 were approximately EUR 2.9 billion. Our 12,000 professionals around the world work close to our customers and are committed to moving our customers' performance forward - every day. Valmet's head office is in Espoo, Finland and its shares are listed on the Nasdaq Helsinki.
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