Following the proposal by the Board of Directors, the 2019 AGM decided to establish a permanent Shareholders’ Nomination Board. The Nomination Board is responsible for preparing and presenting proposals on the remuneration and number of members of the Board of Directors as well as proposal on the members of the Board of Directors, to the Annual General Meeting and, where needed, to an Extraordinary General Meeting. The Nomination Board shall also be responsible for identifying successors for existing Board members.
The Nomination Board shall consist of three (3) members, which shall be appointed by the company’s three (3) largest shareholders, who shall be entitled to nominate one (1) member each. The Chairman of the Board of Directors shall act as an expert member of the Nomination Board.
The Company’s largest shareholders shall be determined on the basis of the holdings in the shareholders’ register of the Company held by Euroclear Finland Ltd as of the first working day in September preceding the next Annual General Meeting. The Chairman of the Board of Directors shall request each of the three largest shareholders, as defined above, to appoint one member to the Nomination Board.
The Chairman of the Board of Directors convenes the first meeting of the Nomination Board. The Nomination Board shall elect a Chairman from among its members, and the Nomination Board convenes thereafter at the notice of the Chairman of the Nomination Board. Once the Nomination Board has been appointed, the Company will publish the composition through a stock exchange release. The members shall be nominated annually, and their term of office shall end when new members are nominated.
The Nomination Board shall submit its proposals to the Board of Directors at the latest on the last working day of January preceding the next Annual General Meeting. The proposals of the Nomination Board will be published through a stock exchange release and included in the notice to the Annual General Meeting.
The process for electing the members of the Shareholders’ Nomination Board, as well as the composition and the duties of the Nomination Board have been specified, in more detail, in the Charter adopted for the Nomination Board.