Proposals by the Nomination Board to the Annual General Meeting 2021 of Suominen
Suominen Corporation's stock exchange release on January 29, 2021 at 9:30 a.m. EET
Proposal on the number of the members, on the composition, and on the Chair of the Board of Directors
The Nomination Board of Suominen Corporation’s shareholders proposes to the Annual General Meeting that the number of Board members remains unchanged and would be six (6).
The Nomination Board proposes to the Annual General Meeting that Andreas Ahlström, Björn Borgman, Nina Linander, Sari Pajari-Sederholm and Laura Raitio would be re-elected as members of Suominen Corporation’s Board of Directors.
Out of the current Board members, the Chair of the Board Jan Johansson has informed that he is not available as a candidate for the Board of Directors.
In addition, the Nomination Board proposes that Jaakko Eskola would be elected as a new member of the Board of Directors.
Mr. Jaakko Eskola (born 1958, M.Sc. (Eng.), Finnish citizen) currently works as the President & CEO of Wärtsilä Corporation (until February 1, 2021). He has held a number of senior positions at Wärtsilä since 1998. Mr. Eskola is the outgoing Chair of the Board at Ahlstrom-Munksjö Oyj, Deputy Chair of the Board at Varma Mutual Pension Insurance Company, and a member of the Board at the Finnish Foundation for Share Promotion. Mr. Eskola's CV is attached to this stock exchange release.
All candidates have given their consent to the election. All candidates are independent of the company. The candidates are also independent of Suominen’s significant shareholders, with the exception of Andreas Ahlström who acts currently as Investment Director at Ahlström Capital Oy. The largest shareholder of Suominen Corporation, Ahlstrom Capital B.V. is a group company of Ahlström Capital Oy. The candidate information relevant considering their service for the Board of Directors is presented at the company website www.suominen.fi.
The Nomination Board proposes to the Annual General Meeting that Mr. Jaakko Eskola would be elected as the Chair of the Board of Directors.
Proposal on the Board remuneration
The Nomination Board of the shareholders of Suominen Corporation proposes to the Annual General Meeting that the remuneration of the Board of Directors remains unchanged and would be as follows: the Chair would be paid an annual fee of EUR 66,000 and the Deputy Chair and other Board members an annual fee of EUR 31,000. The Nomination Board also proposes that the Chair of the Audit Committee would be paid an additional fee of EUR 10,000.
Further, the Nomination Board proposes that the fees payable for each Board and Committee meeting would be as follows: EUR 500 for each meeting held in the home country of the respective member, EUR 1,000 for each meeting held elsewhere than in the home country of the respective member and EUR 500 for each meeting attended by telephone or other electronic means. No fee is paid for decisions made without convening a meeting. In 2020 the fee for meetings held as a telephone conference was EUR 250. Otherwise the meeting fees are proposed to remain unchanged.
60% of the annual fees is paid in cash and 40% in Suominen Corporation’s shares. The number of shares to be transferred will be determined based on the share value in the stock exchange trading maintained by Nasdaq Helsinki Ltd, calculated as the trade volume weighted average quotation of the share during the one-month period immediately following the date on which the interim report of January-March 2021 of the company is published. The shares will be transferred out of the own shares held by the company by the decision of the Board of Directors by May 31, 2021 at the latest.
Compensation for expenses will be paid in accordance with the company's valid travel policy.
The composition of the Nomination Board
The members of the Nomination Board are, as of September 2, 2020, Lasse Heinonen, Managing Director, Ahlström Capital Oy, nominated by Ahlstrom Capital B.V., Erik Malmberg, Investment Advisory Professional, Triton Advisers AB, nominated by Oy Etra Invest Ab, and Hanna Kaskela, Director of Responsible Investments, Varma Mutual Pension Insurance Company, nominated by Varma. Jan Johansson, Chair of Suominen’s Board of Directors, serves as the fourth member of the Nomination Board. Lasse Heinonen acts as the Chair of the Nomination Board.
All of the proposals made by the Nomination Board were unanimous.
The Board of Directors of Suominen Corporation will include the proposals submitted by the Nomination Board to the Notice of the Annual General Meeting of Suominen which will be published at a later date. The Annual General Meeting of Suominen Corporation is scheduled to be held on March 25, 2021.
Petri Helsky, President & CEO
For additional information please contact Lasse Heinonen, Chair of the Nomination Board of Suominen Corporation, tel. +358 10 888 4221
Suominen manufactures nonwovens as roll goods for wipes and other applications. Our vision is to be the frontrunner for nonwovens innovation and sustainability. The end products made of Suominen’s nonwovens, such as wet wipes, feminine care products and swabs, are present in people’s daily life worldwide. Suominen’s net sales in 2019 were EUR 411.4 million and we have nearly 700 professionals working in Europe and in the Americas. Suominen’s shares are listed on Nasdaq Helsinki. Read more at www.suominen.fi.
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