Suominen Corporation Stock exchange release 29 January 2013 at 12:15 (EET)
The Nomination Board of the shareholders of Suominen Corporation’s proposes to the Annual General Meeting that the number of board members remains unchanged and would be five (5). Further, the Nomination Board proposes that Mr Jorma Eloranta, Mr Risto Anttonen, Ms Suvi Hintsanen and Mr Hannu Kasurinen would be re-elected as members of Suominen Corporation’s Board of Directors.
Further, the Nomination Board proposes that Ms Jaana Tuominen would be elected as a new member of the Board of Directors. Ms Tuominen has acted as the CEO of Paulig Group since 2008. Additionally, she is a member of the Board of Directors of Rautaruukki Corporation and a member of the Board of Directors in Finnish Food and Beverage Industries’ Federation. Ms Tuominen, M Sc (Chemical Engineering), was born in 1960 and she is a Finnish citizen.
Mr Heikki Mairinoja, member of the Board of Directors of Suominen Corporation, has informed the Nomination Board that he is no longer available as a candidate to continue in the Board of Directors of Suominen.
“Heikki Mairinoja has acted as the member of the Board of Directors of Suominen Corporation since 2001 and as the Vice Chairman of the Board from 2009 to 2011. I want to extend my warmest thanks to Heikki Mairinoja for his valuable and long-term contribution in the Board of Directors of Suominen”, says Jan Lång, the Chairman of the Nomination Board of Suominen Corporation.
The Nomination Board recommends that the new Board of Directors elects Jorma Eloranta as Chairman of the Board and Risto Anttonen as Vice Chairman of the Board.
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 Risto Anttonen who has acted as CEO and as Deputy CEO of Ahlstrom Corporation, a significant shareholder of Suominen, within the last three years prior to the commencement of his membership in Suominen’s Board. The candidate information relevant considering their service for the Board of Directors is presented at the company website www.suominen.fi. In addition, the curriculum vitae and a photo of Jaana Tuominen are attached to this release.
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 the Chairman would be paid an annual fee of EUR 50,000, Vice Chairman of the Board an annual fee of EUR 37,500 and other Board members an annual fee of EUR 28,000. Further, the members of the Board will receive a fee of EUR 500 for each meeting of the Board of Directors held in the home country of the respective member and a fee of EUR 1,000 per each meeting of the Board of Directors held elsewhere than in the home country of the respective member. The Nomination Board proposes that 60% of the remuneration be paid in cash and 40% in Suominen Corporation’s shares.
The number of shares forming the above remuneration portion which is payable in shares will be determined based on the share value in the stock exchange trading maintained by NASDAQ OMX Helsinki Oy, 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 2014 of the company is published. The shares will be given out of the own shares held by the company by the decision of the Board of Directors by 6 June 2014 at the latest.
Compensation for expenses will be paid in accordance with the company's valid travel policy.
The Nomination Board of the shareholders of Suominen Corporation consists of the representatives of the three largest shareholders of the company by the decision made by the Annual General Meeting. On 4 September 2013, Mr Jan Lång, President & CEO, Ahlstrom Corporation; Mr Timo Ritakallio, Deputy CEO, Ilmarinen Mutual Pension Insurance Company; and Mr Risto Murto, President and CEO, Varma Mutual Pension Insurance Company were elected to the Nomination Board. Mr Jorma Eloranta, Chairman of Suominen’s Board of Directors, acts as the fourth member of the Nomination Board. Jan Lång was elected Chairman of the Nomination Board.
All of the proposals made by the Nomination Board were unanimous. Jorma Eloranta, Chairman of the Board of Directors of Suominen, did not take part in decision-making concerning the remuneration of the Board of Directors. Further, he did not attend the decision-making related to the Nomination Board's recommendation on the Chairman of the Board.
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 26 March 2014.
Nina Kopola, President & CEO
For additional information please contact:
Jan Lång, Chairman of the Nomination Board of Suominen Corporation, tel. +358 10 888 4700
Suominen in brief
Suominen supplies its industrial and retail customers with nonwovens and flexible packaging for use in consumer products worldwide. Suominen is the global market leader in nonwovens for wipes. The company employs more than 1,000 people in Europe and in the United States. Suominen’s net sales in 2012 amounted to MEUR 410.4 and operating profit excluding non-recurring items was MEUR 12.9 (continuing operations). The Suominen share (SUY1V) is listed in NASDAQ OMX Helsinki Stock Exchange. Read more at www.suominen.fi.
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