Shareholder’s Nomination Board
The task of the Shareholders' Nomination Board is to annually prepare and present to the General Meeting proposals on the number, election, and remuneration of the members of the Company’s board of directors. The main responsibility of the Nomination Board is to ensure that the company’s board of directors and its members have sufficient expertise, knowledge, and experience to meet the needs of the company.
The Nomination Board consists of four members, of whom the company's four largest shareholders are each entitled to nominate one member. The members of the Nomination Board are appointed annually and their term of office ends when new members have been appointed. According to the shareholders' register maintained by Euroclear Finland Ltd, the right to nominate shareholders who hold the largest proportion of votes carried by all shares in the company on the last working day of August preceding the Annual General Meeting. If a shareholder does not wish to exercise his/her right to appoint a member of the Nomination Board, the right shall be transferred to the next largest shareholder.
Each year, the chairperson of the board of directors will request each of the four largest shareholders determined in the manner set forth above to appoint a member to the Nomination Board by the last day of September.
Duties of the Nomination Board
The duties of the Nomination Board are to:
- prepare and present a proposal to the general meeting for the number of members of the board of directors,
- prepare and present a proposal to the general meeting for the members of the board of directors,
- prepare and present a proposal to the general meeting for the meeting participation fees and remuneration of the members of the board (including the chairperson and deputy chairperson) in accordance with the remuneration policy for governing bodies,
- respond in the general meeting to the shareholders’ questions concerning the proposals prepared by the Nomination Board,
- prepare and see to it that the Company has up to date principles on the diversity of the board of directors and
- see to the successor planning for the members of the board of directors.
The Nomination Board must take into account the requirements set out in the Act on Investment Services and other applicable regulations
The Nomination Board's proposals
The Nomination Board must submit its proposals to be made to the annual general meeting to the Company’s board of directors no later than on the last day of the January preceding the annual general meeting. If a matter to be prepared by the Nomination Board is to be resolved on in an extraordinary general meeting, the Nomination Board must seek to submit its proposal to the Company’s board of directors in good enough time to be included in the notice convening the general meeting.
The proposals of the Nomination Board will be published in a stock exchange release and included in the notice convening the general meeting.
Composition of the Shareholders' Nomination Board
- Henrik Andersin (appointed by Oy Scripo Ab), chairperson of the Nomination Board
- Thomas Thesleff (appointed by Oy Prandium Ab)
- Roger Kempe (appointed by Oy Fincorp Ab)
- Robert Ingman (appointed by Ingman Group Oy Ab)