Remuneration of the Board of Directors
The General Meeting decides on the remuneration of the members of the Board of Directors and the Board’s Committees for one term of office at a time. The preparation of the election and remuneration of the members of the Board of Directors is delegated to Valmet’s Nomination Board which submits its proposals to the Board of Directors. In the preparatory work the Nomination Board may also use external experts to determine the level of remuneration. In accordance with its charter, the Nomination Board presents its proposals and reports on its activities to the General Meeting. More detailed information describing the procedures used for the preparatory work relating to the remuneration is available here.
Remuneration of the members of the Board of Directors consists of an annual fee and a fee per meeting. Furthermore, an additional annual fee is paid to the members of the Board’s committees. In addition, Board member’s travel expenses and daily allowances are compensated in accordance with Valmet’s travel expense policy. The personnel representative of the Board of Directors is entitled to a meeting fee for those meetings they have been invited to attend and have attended.
The following annual remuneration for the Board has been approved until Valmet’s Annual General Meeting 2023:
- Chairman of the Board EUR 145,000
- Vice Chairman EUR 80,000
- the other members of the Board EUR 64,000
Furthermore, the Annual General Meeting 2022 decided the following base fees for committee work:
- EUR 16,000 for the Chairman of the Audit Committee
- EUR 7,000 for each member of the Audit Committee
- EUR 8,000 for the Chairman of the Remuneration and HR Committee
- EUR 4,000 for each member of the Remuneration and HR Committee
In addition, for each meeting of the Board of Directors or the committees of the Board of Directors, following meeting fees will be paid for the meetings attended:
- EUR 750 to the members of the Board who reside in the Nordic countries
- EUR 1,500 to the members of the Board who reside elsewhere in Europe
- EUR 3,000 to the members of the Board who reside outside of Europe
For meetings in which a Board member participates via remote connection, including the meetings of the committees of the Board of Directors, a meeting fee of EUR 750 shall be paid to Board members. Furthermore, a meeting fee of EUR 1,500 shall be paid to Board members for a Board travel meeting.
The Annual General Meeting decided that, as a condition for the annual remuneration, the members of the Board of Directors be obliged, directly based on the Annual General Meeting's decision, to use 40% of the fixed annual remuneration for purchasing Valmet Oyj shares at a price formed in public trading on a regulated market on the stock exchange main list maintained by Nasdaq Helsinki Ltd, and that the purchase will be carried out within two weeks from the publication of the first interim review after the effective date of the merger with Neles.