Valmet’s Shareholder Nomination Board’s proposal for the composition and remuneration of the Board of Directors
ESPOO, Finland, November 8, 2022 /PRNewswire/ —
Proposal for the composition of the Board of Directors
Valmet’s Nominations Committee proposes to the next Annual General Meeting, to be held on March 22, 2023that the number of members of the Board of Directors for the term expiring at the end of the 2024 General Meeting will be eight, and that
- Mikael Makinen, Jaakko Eskola, Pekka Kemppainen, Monika MaurerEriikka Soderstrom, Aaro CantellAnu Hämäläinen and By Lindberg are re-elected as Council members, and
- Mikael Mäkinen is re-elected as Chairman of the Board of Directors and Jaakko Eskola re-elected Vice-Chairman of the Board of Directors.
The Nomination Committee notes that all proposed Board members are independent of the company. With the exception of Aaro Cantell, the proposed directors are independent of the major shareholders of the company. Valmet’s definition of Board member independence is consistent with the Finnish Corporate Governance Code.
Personal information and positions of trust of nominees are available on Valmet’s website (www.valmet.com).
Proposed compensation for the Board of Directors
The Appointments Committee proposes that there be no change in the remuneration of the Board of Directors.
The Nominations Committee proposes to the Ordinary General Meeting that the annual remuneration of the members of the Board of Directors to be elected at the Ordinary General Meeting for the term of office until the close of the Ordinary General Meeting of 2024 be as follows :
- €145,000 for the Chairman of the Board of Directors,
- €80,000 for the Vice-Chairman of the Board of Directors,
- €64,000 for a board member.
In addition, the nominating committee proposes that a base commission of €7,000 is paid for each member of the audit committee, €16,000 for the chairman of the audit committee, €4,000 for each member of the Remuneration and HR Committee, and €8,000 for the Chairman of the Remuneration and HR Committee.
In addition, the Appointments Committee proposes that an attendance fee of an amount of 750 euros must be paid for members whose place of residence is in the Nordic countries, €1,500 for members whose place of residence is elsewhere in Europe and €3,000 for members whose place of residence is outside Europe for the meetings of the Board that I have attended, including the meetings of the committees of the Board of Directors.
For meetings in which a member of the Board participates via a remote connection, including meetings of Board committees, the Appointments Committee proposes that an attendance fee of 750 euros are paid to Board members. In addition, the Appointments Committee proposes that an attendance fee of €1,500 will be paid to Board members for one Board meeting travel.
The Appointments Committee proposes to the Annual General Meeting that as a condition of the annual remuneration, the members of the Board of Directors be directly required, on the basis of the decision of the Annual General Meeting, to use 40% of the fixed annual remuneration for the purchase of Valmet Oyj shares at a price formed on a regulated market on the main list of the Nasdaq Helsinki stock exchange, and that the purchase will be made within two weeks of the publication of the Interim Review for the period January 1 to March 31, 2023.
The nominating committee
Annareetta Lumme-Timonen (Investment Director, Solidium Oy) chaired the Nomination Board. Other members of the nomination committee were Jari Paasikivi (Chairman of the Board, Oras Invest Oy), Mikko Mursula (Deputy Managing Director, Investments, Ilmarinen Mutual Pension Insurance Company), Philippe Ahlgren (Vice Chairman, Cevian Capital AB) and Mikael Mäkinen (Chairman of the Board, Valmet Oyj).
Valmet’s Board of Directors will include these proposals in the notice of the 2023 Annual General Meeting, which is expected to be published on February 2, 2023.
For more information, please contact:
Annareetta Lumme-Timonen, chairwoman of the Valmet nominating committee, tel. +358 40 550 9580
Rasmus Oksala, General Counsel, Valmet, tel. +358 50 3173 830
Vice President, Investor Relations
Valmet is one of the world’s leading developers and providers of process, automation and service technologies for the pulp, paper and energy industries. With our automation systems and flow control solutions, we serve an even broader base of process industries. Our 17,500 professionals around the world work closely with our customers and are committed to advancing our customers’ performance – every day.
The company has over 220 years of industrial history and a solid track record of continuous improvement and renewal. In 2022, a major milestone was reached when the flow control company Neles was merged with Valmet. The combined company’s 2021 net sales were approximately 4.5 billion euros based on the company’s respective figures.
Valmet’s shares are listed on Nasdaq Helsinki and the head office is in Espoo, Finland.
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