Metso Corporation's stock exchange release on January 28, 2011 at 1:15 p.m.
The Nomination Board established by Metso's Annual General Meeting proposes to
the next Annual General Meeting, which is planned to be held on March 30, 2011,
that the number of Board of Directors members is eight.
Proposal on the composition of Board of Directors
The Nomination Board proposes to the Annual General Meeting that the present
members of the Board of Directors Mikael von Frenckell, Maija-Liisa Friman,
Christer Gardell, Yrjö Neuvo, Erkki Pehu-Lehtonen, Pia Rudengren and Jukka
Viinanen would be re-elected. In addition, it is propsed to elect Ozey K.
Horton, Jr as a new member of the Board of Directors. It is proposed to elect
Jukka Viinanen as Chairman and Maija-Liisa Friman as Vice-Chairman to the Board
Ozey K. Horton, Jr., born in 1951, is a Director in the Atlanta office of
McKinsey & Company, a management consulting firm - having joined the firm in
1981 in its Chicago office and is planning to retire from the firm at the end of
this February. He has a BSE in civil and environmental engineering from Duke
University and an MBA from the Harvard Business School. Over the years, he has
led numerous corporate growth, strategy, M&A, and performance improvement
initiatives at global clients across a range of industries - especially in the
basic industrials space (such as pulp, paper and packaging; metals and mining;
chemicals; energy). He has also led several practices within McKinsey &
Company: as founder of the global pulp, paper, and packaging practice; co-leader
of the global basic materials practice; and most recently as leader of the
global operations practice within the energy and materials sector. He has
extensive experience working in Europe and also in South America, India, and
Asia. Prior to McKinsey, Mr. Horton had early career stints at Cummins Engine
in production, Sonoco Products in packaging, and the JE Sirrine Company in
project engineering. He is a US citizen and resides in the USA.
Proposal on Board of Directors' remuneration
The Nomination Board of the Annual General Meeting proposes to the Annual
General Meeting that the annual remuneration payable to the members of the Board
of Directors be equal to the remuneration payable to the current members of the
Board of Directors based on the decision of the Annual General Meeting 2010,
however, with the change that the remuneration payable to the Chairman of the
Audit Committee be equal to the remuneration payable to the Vice Chairman of the
Board of Directors. The annual remunerations proposed by the Nomination Board
be the following: EUR 92,000 for the Chairman of the Board of Directors, EUR
56,000 for the Vice Chairman of the Board of Directors and for the Chairman of
the Audit Committee, and EUR 45,000 for each member of the Board of Directors.
In addition, the Nomination Board proposes that a meeting fee in the amount of
EUR 600 shall be paid for those members whose place of residence is in Nordic
countries, EUR 1 200 for those members whose place of residence is elsewhere in
Europe and EUR 2 400 for those member whose place of residence is outside of
Europe for the meetings attended, including the meetings of the committees of
the Board of Directors. The Nomination Board proposes that 40 % of the annual
remunerations are paid in Metso Corporation shares acquired from the market. The
shares shall be acquired directly on behalf of the Board members within two
weeks from the release of interim report for 1 January- 31 March 2011.
Metso's Board of Directors will include these proposals into the notice of the
Annual General Meeting, which will be published later.
The Nomination Board notes that a personnel representative will participate as
an external expert in the Metso Board meetings also in the next Board term
within the limitations imposed by the Finnish law. The new Board of Directors
will invite the personnel representative as its external expert in its
organizing meeting after the Annual General Meeting.
The Nomination Board
Kari Järvinen (Managing director, Solidium Oy) acted as the Chairman of the
Nomination Board established by Metso's Annual General Meeting. The members the
Nomination Board were Lars Förberg (Managing Partner, Cevian Capital), Matti
Vuoria (Managing Director, President and CEO, Varma Mutual Pension Insurance
Company) and Harri Sailas (President and CEO, Ilmarinen Mutual Pension Insurance
Company). The Chairman of Metso Corporation's Board of Directors Jukka Viinanen
was the Nomination Board's expert member.
Ozey K. Horton Jr.'s CV and photo are on our website at www.metso.com.
Metso is a global supplier of sustainable technology and services for mining,
construction, power generation, automation, recycling and the pulp and paper
industries. We have about 27,000 employees in more than 50 countries.
Further information for the press, please contact:
Aleksanteri Lebedeff, Senior Vice President, General Counsel, tel.
+358 20 484 3240
Further information for investors, please contact:
Johanna Henttonen, Vice President, Investor Relations, Metso Corporation, tel.
+358 20 484 3253
Vice President, Investor Relations
NASDAQ OMX Helsinki Ltd