The Nomination Board of Valmet's proposal for the composition and remuneration of the Board of Directors
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 22, 2016, that the number of members of the Board of Directors until closing of the Annual General Meeting 2017 will be eight and that
- Bo Risberg, Mikael von Frenckell, Lone Fønss Schrøder, Friederike Helfer and Rogerio Ziviani are re-elected as Board members,
- Aaro Cantell, Jouko Karvinen and Tarja Tyni are elected as new Board members.
The Nomination Board proposes that Bo Risberg is re-elected as the Chairman of the Board and Mikael von Frenckell is re-elected as the Vice-Chairman of the Board.
Erkki Pehu-Lehtonen, Member of the Board of Directors of Valmet, 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. Erkki Pehu-Lehtonen (born 1950) has served as a member of Metso's Board of Directors 2010-2013, and he 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.
"I am very pleased with the diversity of the knowhow and experience that the nominees for the Board of Directors possess. These requirements, forming part of the principles on diversity agreed for Valmet, were high on the Nomination Board's agenda in the procedure preparing the proposal for the Board composition", says Kari Järvinen, the Chairman of the Nomination Board.
Proposed new Members of the Board of Directors
Aaro Cantell is an entrepreneur and Chairman of the Board in Normet Group Oy since 2005. He has previously worked at Fenno Management Oy and Finnish Innovation Fund Sitra, among others. Aaro Cantell is currently Chairman of the Board of Normet Group Oy, VTT Technical Research Centre of Finland Ltd and Affecto Oyj, and Member of the Board of Federation of Finnish Technology Industries.
Jouko Karvinen was the CEO of Stora Enso Oyj between 2007 and 2014. From 2002 to 2006 he was the CEO of the Medical Division of Royal Philips and before that held several executive positions within ABB Asea Brown Boveri Ltd. Jouko Karvinen is currently Member of the Board of Nokia Oyj and SKF AB, Member of Foundation and Supervisory Boards of IMD business school, Lausanne, Switzerland, and Member of International Advisory Board of Komatsu Corporation of Japan.
Tarja Tyni works as Senior Vice President, Corporate Clients and Business Development in Mandatum Life Insurance Company Limited since 2008. She has previously held several positions within Investment Banking of Nordea Group and its predecessors. Tarja Tyni is also Chairman of the Board of Innova Oy and Mandatum Life Investment Services, and Member of the Board of Euroben Life & Pension Limited.
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 2017 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 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, 2016 to March 31, 2016.
The Nomination Board
Kari Järvinen (Managing Director, Solidium Oy) acted as the Chairman of the Nomination Board. The members the Nomination Board were Martin Oliw (Partner, Cevian Capital AB), Roger Hagborg (Investment Advisory Professional, Triton), Risto Murto (CEO, Varma 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 2016, which is estimated to be published on February 9, 2016.
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
VP, Investor Relations
Valmet is the leading global developer and supplier of technologies, automation and services for the pulp, paper and energy industries. Valmet's vision is to become the global champion in serving its customers.
Valmet's services cover everything from maintenance outsourcing to mill and plant improvements and spare parts. The strong technology offering includes pulp mills, tissue, board and paper production lines, as well as power plants for bio-energy production. Valmet's advanced automation solutions range from single measurements to mill wide turnkey automation projects.
Valmet's net sales in 2014 were approximately EUR 2.5 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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