Proposals by the Nomination Board to the Annual General Meeting 2020 of Suominen
Suominen Corporation's stock exchange release on January 27, 2020 at 2:00 p.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 Mr. Jan Johansson, Mr. Andreas Ahlström, Ms. Sari Pajari and Ms. Laura Raitio would be re-elected as members of Suominen Corporation’s Board of Directors.
Out of the current Board members, both Mr. Risto Anttonen and Mr. Hannu Kasurinen have informed that they are not available as a candidate for the Board of Directors.
In addition, the Nomination Board proposes that Mr. Björn Borgman and Ms. Nina Linander would be elected as new members of the Board of Directors.
Björn Borgman (born 1975, M.Sc. Industrial Engineering) currently works as Group Commercial Director at HL Display AB and prior to that has held several international positions at Reckitt Benckiser, including Vice President Sales Canada and Country Manager Sweden. Borgman is Swedish citizen.
Nina Linander (born 1959, B.Sc. (Econ.), MBA) is a professional board member. She has previously worked in various roles at Stanton Chase International, Electrolux and Vattenfall. Linander is Swedish citizen.
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, AC Invest Two 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 Jan Johansson would be re-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 would be as follows: the Chair would be paid an annual fee of EUR 66,000 (2019: EUR 60,000) and the Deputy Chair and other Board members an annual fee of EUR 31,000 (2019: EUR 37,500 for the Deputy Chair and EUR 28,000 for other members). The Nomination Board also proposes that the Chair of the Audit Committee would be paid an additional fee of EUR 10,000. The annual fees have not been increased for the Chair since 2017 and for the members since 2012.
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 250 for each meeting held as telephone conference. No fee is paid for decisions made without a separate meeting. In 2019 no meeting fees were paid for Committee meetings or Board meetings held as a telephone conference. 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 2020 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, 2020 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 3, 2019, Mr. Lasse Heinonen, Managing Director, Ahlström Capital, nominated by AC Invest Two B.V., Mr. Erik Malmberg, Investment Advisory Professional, Triton Advisers AB, nominated by Oy Etra Invest Ab, and Ms. 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 19, 2020.
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 2018 were EUR 431.1 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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