Metso's Nomination Board's proposal for the composition and remuneration of the Board of Directors
Metso Corporation, stock exchange release, January 23, 2017 at 3:15 p.m. EET
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 23, 2017, that the number of members of the Board of Directors will be seven and that Mikael Lilius, Christer Gardell, Ozey K. Horton, Jr., Lars Josefsson, Nina Kopola, Peter Carlsson and Arja Talma will be re-elected as members of the Board of Directors. Wilson Nélio Brumer has informed that he is not available for re-election. Mikael Lilius is proposed to be re-elected as Chairman of and Christer Gardell as Vice Chairman of the Board.
More information on the proposed Board members and independence assessments are 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 2018 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 EUR 62,000; to the other Board members EUR 50,000 each; to the member of the Board 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 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 its committees a fee of EUR 700 will be paid to the members of the Board that reside in the Nordic countries, a fee of EUR 1,400 will be paid to the members of the Board that reside in other European countries and a fee of EUR 2,800 will be paid to the members of the Board 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, 2017, to March 31, 2017.
Metso's Board of Directors will include these proposals into the notice of the Annual General Meeting of 2017.
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 2017.
The Nomination Board
The Nomination Board consists of Kari Järvinen (Managing Director, Solidium Oy), Niko Pakalén (Partner, Cevian Capital AG), Risto Murto (President and CEO, Varma Mutual Pension Insurance Company), Mikko Mursula (Chief Investment Officer, Ilmarinen Mutual Pension Insurance Company) and Metso's Chairman of the Board Mikael Lilius as an expert member.
Metso is a world leading industrial company serving the mining, aggregates, recycling, oil, gas, pulp, paper and process industries. We help our customers improve their operational efficiency, reduce risks and increase profitability by using our unique knowledge, experienced people and innovative solutions to build new, sustainable ways of growing together.
Our products range from mining and aggregates processing equipment and systems to industrial valves and controls. Our customers are supported by a broad scope of services and a global network of over 80 service centers and about 6,400 services professionals. Metso has an uncompromising attitude towards safety.
Metso is listed on the NASDAQ OMX Helsinki, Finland, and had net sales of about EUR 2.9 billion in 2015. Metso employs over 12,000 persons 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