Metso's Nomination Board's proposal for the composition and remuneration of the Board of Directors
Metso Corporation's stock exchange release on January 15, 2014 at 4:05 p.m. local time
The Nomination Board of Metso Corporation proposes to the next Annual General Meeting, which is planned to be held on March 26, 2014, that the number of members of the Board of Directors is seven.
Proposal on the composition of Board of Directors
The Nomination Board proposes to the Annual General Meeting that Mikael Lilius, Christer Gardell, Wilson Brumer, Ozey K. Horton, Jr., Lars Josefsson, Nina Kopola and Eeva Sipilä would be re-elected as members of the Board of Directors for a term of office ending at the end of the Annual General Meeting of 2015. It is proposed to re-elect Mikael Lilius as the Chairman of the Board of Directors and Christer Gardell as the Vice-Chairman of the Board of Directors.
Proposal on Board of Directors' remuneration
The Nomination Board proposes to the Annual General Meeting that the members of the Board of Directors to be elected for a term of office ending at the end of the Annual General Meeting of 2015 would be paid the following annual remuneration: to the Chairman of the Board of Directors EUR 100,000; to the Vice-Chairman of the Board of Directors and the Chairman of the Audit Committee EUR 60,000; and to the other members of the Board of Directors EUR 48,000 each. The Nomination Board furthermore proposes that for each meeting of the Board of Directors or the committees of the Board of Directors a fee of EUR 700 would be paid to the members of the Board that reside in the Nordic countries, a fee of EUR 1,400 would be paid to the members of the Board that reside in other European countries and a fee of EUR 2,800 would be paid to the members of the Board that reside outside Europe. The Nomination Board proposes that as a condition for the annual remuneration the members of the Board of Directors are obliged, directly based on the General Meeting's decision, to use 40% of the fixed annual remuneration for purchasing Metso 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, 2014 to March 31, 2014.
Metso's Board of Directors will include these proposals into the notice of the Annual General Meeting, which will be published later.
The Nomination Board notes that a personnel representative will participate as an external expert in Metso Board meetings also in the next Board term 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.
The Nomination Board
Lars Förberg (Managing Partner, Cevian Capital) acted as the Chairman of the Nomination Board. The members the Nomination Board were Kari Järvinen (Managing Director, Solidium Oy), Harri Sailas (President and CEO, Ilmarinen Mutual Pension Insurance Company) and Matti Vuoria (President and CEO, Varma Mutual Pension Insurance Company). Jukka Viinanen, served as the Nomination Board's expert member up to December 31, 2013 in his capacity as the Chairman of the Board of Directors of Metso Corporation and Mikael Lilius as of December 31, 2013 in his capacity as the Chairman of the Board of Directors of Metso Corporation.
Metso is a leading process performance provider, with customers in the mining,
construction, and oil & gas industries. Metso is also known for its advanced automation
solutions for pulp, paper and power generation. Our focus is on the continuous
development of intelligent solutions that improve sustainability and profitability. Metso's
shares are listed on the NASDAQ OMX Helsinki Ltd. Metso employs 18,000 professionals
in 50 countries. Expect results.
Further information, please contact:
Aleksanteri Lebedeff, SVP, General Counsel, Metso Corporation, tel +358 20 484 3240
VP, Investor Relations
NASDAQ OMX Helsinki Ltd