Proposal for the composition of the Board of Directors
Valmet’s Nomination Board proposes to the next Annual General Meeting, which is planned to be held on March 23, 2021, that the number of members of the Board of Directors for the term expiring at the close of the Annual General Meeting 2022 will be eight, and that
- Aaro Cantell, Pekka Kemppainen, Monika Maurer, Mikael Mäkinen, Eriikka Söderström, Tarja Tyni and Rogerio Ziviani are re-elected as Board members,
- Per Lindberg is elected as a new Board member, and
- Mikael Mäkinen is re-elected as the Chairman of the Board and Aaro Cantell re-elected as the Vice-Chairman of the Board.
“The proposed Board composition possesses an extensive and mutually complementary experience from international companies, varied educational background and relevant qualifications. I believe it supports Valmet’s business operations and good corporate governance”, says Antti Mäkinen, Chairman of the Nomination Board.
The Nomination Board notes that all proposed Board members are independent of the company. With the exception of Aaro Cantell, the proposed board members are independent of the company’s significant shareholders. Valmet’s definition of Board members’ independence complies with the Finnish Corporate Governance Code.
Proposed new member for the Board of Directors
Per Lindberg (born 1959) is currently Senior Advisor at Peymar Holding AB. Previously he served as President and CEO of Epiroc AB between 2018–2020. Prior to that he was President and CEO of BillerudKorsnäs AB between 2012–2017, President and CEO of Billerud AB 2005–2012, and President of Korsnäs AB 2001–2005. He was Vice President at Investment AB Kinnevik between 2004–2005 and did management consulting at Applied Value Corporation in Chicago in 1997–2001. Between 1990–1997, Lindberg was an Associate professor at Chalmers University of Technology in Gothenburg.
The current members of the Board of Directors are presented on Valmet’s website https://www.valmet.com/investors/governance/board-of-directors/.
Proposal for the remuneration of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that the annual remuneration payable to the members of the Board of Directors to be elected at the Annual General Meeting for the term until the close of the Annual General Meeting in 2022 be increased and as follows:
- EUR 118,000 for the Chairman of the Board (2020: 115,000),
- EUR 70,000 for the Vice-Chairman of the Board (2020: 67,500),
- EUR 56,000 for a Board member (2020: 54,000).
Furthermore, the Nomination Board proposes that a base fee of EUR 7,000 shall be paid for each member of the Audit Committee, EUR 14,000 for the Chairman of the Audit Committee, EUR 4,000 for each member of the Remuneration and HR Committee, and EUR 6,000 for the Chairman of the Remuneration and HR Committee.
In addition, the Nomination Board proposes that a meeting fee in the amount of EUR 750 (2020: EUR 700) shall be paid for those members whose place of residence is in Nordic countries, EUR 1,500 (2020: EUR 1,400) for those members whose place of residence is elsewhere in Europe and EUR 3,000 (2020: EUR 2,800) for those members whose place of residence is outside of Europe for the Board meetings attended, including the meetings of the committees of the Board of Directors.
For meetings in which a Board member participates via remote connection, including the meetings of the committees of the Board of Directors, the Nomination Board proposes that a meeting fee of EUR 750 shall be paid to Board members. Furthermore, the Nomination Board proposes that a meeting fee of EUR 1,500 shall be paid to Board members for a Board travel meeting.
The Nomination Board proposes to the Annual General Meeting that as a condition for the annual remuneration, the members of the Board of Directors are obliged directly based on the Annual General Meeting’s decision to use 40 percent of the fixed annual remuneration for purchasing Valmet Oyj shares at a price formed on a regulated market on the main list of Nasdaq Helsinki stock exchange, and that the purchase will be carried out within two weeks from the publication of the Interim Review for the period January 1 to March 31, 2021.
The Nomination Board
Antti Mäkinen (CEO, Solidium Oy) acted as the Chairman of the Nomination Board. The other members of the Nomination Board were Mikko Mursula (Deputy CEO, Investments, Ilmarinen Mutual Pension Insurance Company), Satu Huber (CEO, Elo Mutual Pension Insurance Company), Reima Rytsölä (Deputy CEO, Varma Mutual Pension Insurance Company), and Mikael Mäkinen as an expert member in his capacity as the Chairman of the Board of Directors of Valmet Oyj.
Valmet’s Board of Directors will include these proposals into the notice of the Annual General Meeting 2021, which is estimated to be published on February 4, 2021.