Valmet's Nomination Board's proposal for the composition and remuneration of the Board of Directors
Proposal on the composition of Board of Directors
The Nomination Board of Valmet Corporation proposes to the next Annual General Meeting, which is planned to be held on March 27, 2015, that the number of members of the Board of Directors until closing of the Annual General Meeting 2016 will be seven and that
- Mikael von Frenckell, Lone Fønss Schrøder, Friederike Helfer, Pekka Lundmark, Erkki Pehu-Lehtonen and Rogerio Ziviani are re-elected as Board members,
- Bo Risberg is elected as the new Board member.
The Nomination Board proposes that Bo Risberg is elected as the Chairman of the Board and Mikael von Frenckell is re-elected as the Vice-Chairman of the Board.
Jukka Viinanen, Chairman of the Board of Directors of Valmet Corporation, has informed Valmet's Nomination Board that he will not be available in the election of the Board of Directors in the next Annual General Meeting. Jukka Viinanen (born 1948) has served as a member of Metso's Board of Directors 2008-2013 and as Chairman 2009-2013. He has served as Chairman 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.
Proposal on Board of Directors' remuneration
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 2016 be as follows:
- EUR 100,000 for the Chairman of the Board,
- EUR 60,000 for the Vice Chairman of the Board and for the Chairman of the Audit Committee,
- EUR 48,000 for each Board member.
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 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 Corporation shares from the market at a price formed in public trading and that the purchase will be carried out within two weeks from the publication of the Interim Review for the period January 1, 2015 to March 31, 2015.
The Nomination Board
Martin Oliw (Partner, Cevian Capital AB) acted as the Chairman of the Nomination Board. The members the Nomination Board were Kari Järvinen (Managing Director, Solidium Oy), Jorma Eräkare (Head of Finnish Equities, Nordea Funds Oy), Roger Hagborg (Investment Advisory Professional, Triton) and Jukka Viinanen as an expert member in his capacity as the Chairman of the Board of Directors of Valmet Corporation.
Valmet's Board of Directors will include these proposals into the notice of the Annual General Meeting of 2015, which is estimated to be published on February 6, 2015.
Further information, please contact:
Martin Oliw, Chairman of the Valmet Corporation's Nomination Board, +46 8 545 675 50
VP, Investor Relations
Valmet Corporation is a leading global developer and supplier of services and technologies for the pulp, paper and energy industries. Our 11,000 professionals around the world work close to our customers and are committed to moving our customers' performance forward - every day.
Valmet's services cover everything from maintenance outsourcing to mill and plant improvements and spare parts. Our strong technology offering includes entire pulp mills, tissue, board and paper production lines, as well as power plants for bio-energy production.
Valmet's net sales in 2013 were approximately EUR 2.6 billion. Valmet's objective is to become the global champion in serving its customers.
Valmet's head office is in Espoo, Finland and its shares are listed on the NASDAQ OMX Helsinki Ltd.
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