The proposal of Valmet's Shareholders’ Nomination Board for the composition and remuneration of the Board of Directors
Valmet Oyj’s stock exchange release on November 30, 2023 at 3:00 p.m. EET
Proposal for the composition of the Board of Directors
Valmet’s Nomination Board proposes to the next Annual General Meeting, which is planned to be held on March 21, 2024, that the number of members of the Board of Directors for the term expiring at the close of the Annual General Meeting 2025 will be eight, and that
Eriikka Söderström, member of the Board of Directors, and Aaro Cantell, member of the Board of Directors, 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. Eriikka Söderström has served as a member of Valmet's Board of Directors since 2017. Aaro Cantell has served as a member of Valmet's Board of Directors since 2016.
The Nomination Board notes that all proposed Board members are independent of the company. With the exception of Annareetta Lumme-Timonen, the proposed Board members are independent of the company's significant shareholders. Annareetta Lumme-Timonen is evaluated as being not independent of significant shareholders due to her role as Investment Director at Solidium. Valmet's definition of Board members' independence complies with the Finnish Corporate Governance Code.
Personal information and positions of trust of the proposed continuing individuals are available on Valmet’s website (www.valmet.com).
Proposed new members for the Board of Directors
Annareetta Lumme-Timonen (born 1967) is currently Investment Director at Solidium Oy. She is responsible for the Anora, Metso, Stora Enso and Valmet holdings at Solidium. In addition, she manages the corporate responsibility work at Solidium. She has been working at Solidium since 2009. Previously she was working as Investment Manager at 3i Nordic plc between 2000–2007. Prior to that she was Investment Manager at SFK Finance Oy between 1997–2000. She holds the degrees of M.Sc. (Eng.) and D.Sc. (Tech.).
Annika Paasikivi (born 1975) has been working as President & CEO of Oras Invest Oy since 2018. Previously, she served as Chief Operating Officer of Oras Invest from 2011 until 2018 and as Integration Manager of Oras Group Ltd during Oras & Hansa integration 2013–2015. Prior to joining Oras Invest, she served as Chief Operating Officer of Friitala Fashion Oy between 2009–2010 and held various positions at Varova Oy between 2003–2005. She holds the degrees of B.A. and M.Sc. (Global Politics).
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 2025 be increased and as follows:
Furthermore, the Nomination Board proposes that a base fee of EUR 7,300 (2023: 7,000) shall be paid for each member of the Audit Committee, EUR 16,700 (2023: 16,000) for the Chairman of the Audit Committee, EUR 4,200 (2023: 4,000) for each member of the Remuneration and HR Committee, and EUR 8,500 (2023: 8,000) for the Chairman of the Remuneration and HR Committee.
In addition, the Nomination Board proposes that a meeting fee in the amount of EUR 750 shall be paid for those members whose place of residence is in Nordic countries, EUR 1,500 for those members whose place of residence is elsewhere in Europe and EUR 3,000 for those members whose place of residence is outside of Europe for the Board meetings attended, including the meetings of the committees of the Board of Directors.
For meetings in which a Board member participates via remote connection, including the meetings of the committees of the Board of Directors, the Nomination Board proposes that a meeting fee of EUR 750 shall be paid to Board members. Furthermore, the Nomination Board proposes that a meeting fee of EUR 1,500 shall be paid to Board members for a Board travel meeting.
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 Oyj shares at a price formed on a regulated market on the main list of Nasdaq Helsinki stock exchange, and that the purchase will be carried out within two weeks from the publication of the Interim Review for the period January 1 to March 31, 2024.
The Nomination Board
Reima Rytsölä (CEO, Solidium Oy) acted as the Chair of the Nomination Board. The other members of the Nomination Board were Jari Paasikivi (Chairman of the Board of Directors, Oras Invest Oy), Mikko Mursula (Deputy CEO, Investments, Ilmarinen Mutual Pension Insurance Company) and Markus Aho (Chief Investment Officer, Varma Mutual Pension Insurance Company). Mikael Mäkinen, Chairman of Valmet's Board of Directors, served as the Nomination Board’s expert member.
Valmet’s Board of Directors will include these proposals into the notice of the Annual General Meeting 2024, which is estimated to be published on February 7, 2024.
Further information, please contact:
Rasmus Oksala, General Counsel, Valmet, tel. +358 50 3173 830
VP, Investor Relations
Valmet is a leading global developer and supplier of process technologies, automation and services for the pulp, paper and energy industries. With our automation systems and flow control solutions we serve an even wider base of process industries. Our more than 19,000 professionals around the world work close to our customers and are committed to moving our customers’ performance forward – every day.
The company has over 220 years of industrial history and a strong track record in continuous improvement and renewal. Valmet’s net sales in 2022 were approximately EUR 5.1 billion.
Valmet’s shares are listed on the Nasdaq Helsinki and the head office is in Espoo, Finland.