Metso's Nomination Board's proposal for the composition and remuneration of the Board of Directors
Metso Corporation's stock exchange release on February 3, 2016 at 3:15 p.m. local time
Proposal on the composition of Board of Directors
Metso Corporation's Nomination Board proposes to the next Annual General Meeting, which will be held on March 21, 2016, that the number of members of the Board of Directors will be seven and that Mikael Lilius, Christer Gardell, Wilson Brumer, Ozey K. Horton, Jr., Lars Josefsson and Nina Kopola will be re-elected as members of the Board of Directors and further that Peter Carlsson will be elected as a new member. Mikael Lilius is proposed to be re-elected as the Chairman of the Board of Directors and Christer Gardell as the Vice-Chairman of the Board of Directors. Eeva Sipilä is not available for re-election, because of her appointment as Metso's Chief Financial Officer
Peter Carlsson (b. 1970) is M.Sc. (Economics, Production & Quality Control), Swedish citizen and currently an angel investor, advisor and entrepreneur. He is a member of the Boards of Directors of Ketra Lightning and Orbital Systems. He is Executive Advisor to Elementum, Oden Technologies and Clean Motion. In 2011-2015, Mr. Carlsson served as Vice President, Supply Chain of Tesla Motors in California, the United States.
More information on the proposed Board members and independence assessment is available on company's website at www.metso.com.
Proposal on Board of Directors' remuneration
The Nomination Board proposes to the 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 2017 will be paid the same fixed annual remuneration as in the previous term as follows: to the Chairman of the Board of Directors EUR 110,000; to the Vice-Chairman of the Board of Directors EUR 62,000; to the other members of the Board of Directors EUR 50,000 each; to the member of the Board of Directors to be elected in the position of Chairman of the Audit Committee an additional remuneration of EUR 15,000; and to the member of the Board of Directors to be elected in the position of Chairman of the HR and Remuneration Committee an additional remuneration of EUR 5,000. The Nomination Board proposes that the meeting fees remain the same as in the previous term, that is, for each meeting of the Board of Directors or the committees of the Board of Directors a fee of EUR 700 will be paid to the members of the Board of Directors that reside in the Nordic countries, a fee of EUR 1,400 will be paid to the members of the Board of Directors that reside in other European countries and a fee of EUR 2,800 will be paid to the members of the Board of Directors that reside outside Europe. The Nomination Board furthermore 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 total annual remuneration for purchasing Metso Corporation's 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, 2016 to March 31, 2016.
Metso's Board of Directors will include these proposals into the notice of the Annual General Meeting of 2016.
The Nomination Board notes that, also during the commencing term of office of the Board of Directors, a personnel representative will participate as an external expert in the meetings of the Board 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 of 2016.
The Nomination Board
The members the Nomination Board were Kari Järvinen (Managing Director, Solidium Oy), Jonas Synnergren (Partner, Cevian Capital AB), Risto Murto (President and CEO, Varma Mutual Pension Insurance Company), Mikko Mursula (Chief Investment Officer, Ilmarinen Mutual Pension Insurance Company) and Mikael Lilius as an expert member in his capacity as the Chairman of the Board of Directors of Metso Corporation.
Metso is the world's leading industrial company in the mining and aggregates industries and in the flow control business. Our knowledge, people and solutions help drive sustainable improvements in performance and profitability in our customers' businesses.
Metso has an uncompromising attitude towards safety. Our products range from mining and construction equipment and systems to industrial valves and controls. Our solutions are delivered and supported by decades of process knowledge and a broad scope of services backed by a global footprint of over 90 service centers, thousands of service employees, and an extensive logistics network.
Metso is listed on the NASDAQ OMX Helsinki, Finland. In 2014, Metso's net sales totaled EUR 3.7 billion. Metso employs approximately 13,000 industry experts in more than 50 countries. Expect results.
Further information, please contact:
Kari Järvinen, Chairman of the Nomination Board, tel +358 10 830 8905
VP, Investor Relations
NASDAQ OMX Helsinki Ltd