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, 2017, have have nominated the following members to the Shareholders' Nomination Board:
- Niko Pakalén, Partner, Cevian Capital AB; (Chair)
- Eija Ailasmaa, Vice-Chair of Solidium Oy
- 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.
Shareholders' Nomination Board's proposals regarding the composition and remuneration of Metso's Board of Directors
Shareholders' Nomination Board's proposals regarding the composition and remuneration of Metso's Board of Directors was published as a stock exchage release on January 22, 2018. Metso Corporation's Nomination Board will propose to the next Annual General Meeting to be held on March 22, 2018 that the Board of Directors should have eight members and that Mikael Lilius, Christer Gardell, Peter Carlsson, Ozey K. Horton, Jr., Lars Josefsson, Nina Kopola and Arja Talma should be re-elected. Mr. Antti Mäkinen will be proposed as a new Board member. Mikael Lilius will be proposed to continue as Chair and Christer Gardell as Vice Chair of the Board.
Mr. Antti Mäkinen, Master of Laws, born 1961, Finnish citizen, is the Managing Director of Solidium Oy. He is a member of the Board of Directors of Rake Oy. Mr. Mäkinen has held managing director positions in Nordea’s Investment Banking operations in 2010–2017 and was the Managing Director of eQ Plc in 2005–2009. In 1996–2005, Mr. Mäkinen headed the activities of SEB Enskilda Securities, Corporate Finance operations in Finland and, in 1985–1996, he was an Attorney and a Partner at Hannes Snellman Attorneys Ltd.
Stock exchange release is available here.