The Nomination Board prepares proposals regarding the composition of the Board and remuneration to its members for the Annual General Meetings.
Metso complies with Helsinki Corporate Governance code in the preparation of the proposals on the remuneration and election of Board members. Shareholders' Nomination Board, established by the Annual General Meeting (AGM), prepares the proposals on the remuneration and election of the Board members for the AGM.
The decision to establish a Shareholders' Nomination Board as a permanent governing body was made in Metso's Annual General Meeting on March 28, 2013. Simultaneously the AGM approved the Nominations Board's charter, which defines composition of the Nomination Board and preparation of proposals for Shareholder Meetings. The composition of the Nomination Board and the preparation of the proposals for the AGM comply with the charter approved by the AGM.
The Nomination Board consists of representatives appointed yearly on September 1 by the four largest shareholders in the shareholder register. In addition, the Nomination Board includes the Chairman of the Board as an expert member. The Chairman of the Board convenes the Nomination Board, which elects its chairman from among its members.
The specific duties of the Nomination Board include:
- Preparing and presenting to the General Meeting a proposal on the remuneration of the members of the Board of Directors
- Preparing and presenting to the General Meeting a proposal on the number of members of the Board of Directors
- Preparing and presenting to the General Meeting a proposal on the members of the Board of Directors
- Preparing and presenting to the General Meeting a proposal on the Chairman and Vice-Chairman of the Board of Directors
- Seeking prospective successor candidates for the members of the Board of Directors. More specific information on the process and the tasks of the Nomination Board can be found in the Charter of the Nomination Board.
Composition of Metso's Nomination Board
Metso's four largest registered shareholders as of September 1, 2016, have prepared the proposals for the 2017 Annual General Meeting. Representatives were:
- Kari Järvinen, Managing Director, Solidium Oy;
- Niko Pakalén, Partner, Cevian Capital AB;
- Risto Murto, President and CEO, Varma Mutual Pension Insurance Company; and
- Mikko Mursula, Chief Investment Officer, Ilmarinen Mutual Pension Insurance Company.
Mikael Lilius, Chairman of Metso's Board of Directors, served as the Nomination Board's expert member.