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 held by Euroclear Finland Ltd. 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.
If a shareholder who has distributed his/her holdings e.g. into several funds and has an obligation under the Finnish Securities Markets Act to take these holdings into account when disclosing changes in share of ownership makes a written request to such effect to the Chair of the Board of Directors no later than on August 31, such shareholder’s holdings in several funds or registers will be combined when calculating the share of votes which determines the nomination right.
The registration of the shareholding into the book-entry securities system shall be initiated early enough to become effective by September 1, 2019. A holder of nominee registered shares is advised to contact its custodian bank for necessary instructions regarding the registration of the shares in the shareholders’ register. A holder of nominee registered shares is advised to contact its custodian bank for necessary instructions regarding the registration of the shares in the shareholders’ register.
More information is available in the Nomination Board charter.
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.
Metso’s Shareholders’ Nomination Board comprises of Petter Söderström (Investment Director, Solidium Oy) as the Chair and Niko Pakalén (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, Chair of Metso’s Board of Directors as an expert member. Metso’s shareholders’ Nomination Board consists of the representatives of the four largest registered shareholders of the company based on the ownership information as of September 1 annually.
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