Stock exchange release
January 11, 2013 12:00 PM EEST
Metso's Nomination Board's proposal for the composition and remuneration of the Board of Directors
Metso Corporation's stock exchange release on January 11, 2013 at 11.00 a.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 28, 2013,
that the number of Board of Directors members is eight.
Proposal for the composition of Board of Directors
The Nomination Board proposes to the Annual General Meeting that Jukka Viinanen,
Mikael von Frenckell, Christer Gardell, Ozey K. Horton, Jr., Erkki Pehu-
Lehtonen, Pia Rudengren and Eeva Sipilä would be re-elected as members of the
Board of Directors. It is proposed to elect Jukka Viinanen as Chairman of the
Board of Directors and Mikael von Frenckell as Vice-Chairman of the Board of
In addition, the Nomination Board proposes to elect Mikael Lilius as a new
member of the Board of Directors.
Mikael Lilius, B.Sc. (Econ), born 1949, is the Chairman of the Board of
Directors of Wärtsilä Corporation since 2011 (Board member since 2010), the
Chairman of the Board of Directors of Huhtamäki Oyj since 2005 (Board member
1999-2004), the Chairman of the Board of Directors of AMBEA AB since 2011 and a
member of the Board of Directors of Aker Solutions A/S since 2009 and Evli Bank
Ltd since 2010. Mr. Lilius has been the President and CEO of Fortum Oyj in
2000-2009, the President and CEO of Gambro AB in 1998-2000, the President and
CEO of Incentive AB in 1991-1998, the President and CEO of KF Industri AB
(Nordico) in 1989-1991 and worked in various management positions in Huhtamäki
Oyj during the period 1981- 1989 such as the President of the Packing Division
of Huhtamäki in 1986-1989.
Proposal on Board of Directors' remuneration
The Nomination Board proposes to the Annual General Meeting that the members of
the Board of Directors to be elected for a term of office ending at the end of
the Annual General Meeting of 2014 would be paid the following annual
remuneration: Chairman of the Board of Directors EUR 100,000; Vice-Chairman of
the Board of Directors and the Chairman of the Audit Committee EUR 60,000; and
other members of the Board of Directors EUR 48,000 each. The Nomination Board
furthermore proposes that for each meeting of the Board of Directors or its
committees a fee of EUR 700 would be paid to the members of the Board that
reside in the Nordic countries, a fee of EUR 1,400 would be paid to the members
of the Board that reside in other European countries and a fee of EUR 2,800
would be paid to the members of the Board that reside outside Europe. The
Nomination Board proposes that as a condition for the annual remuneration the
members of the Board of Directors are obliged, directly based on the General
Meeting's decision, to use 40% of the fixed annual remuneration for purchasing
Metso Corporation shares from the market at a price formed in public trading and
that the purchase will be carried out within two weeks from the publication of
the interim review for the period January 1, 2013 to March 31, 2013.
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 of
the Nomination Board were Lars Förberg (Managing Partner, Cevian Capital), Harri
Sailas (President and CEO, Ilmarinen Mutual Pension Insurance Company) and Matti
Vuoria (President and CEO, Varma Mutual Pension Insurance Company). The Chairman
of Metso Corporation's Board of Directors, Jukka Viinanen, served as the
Nomination Board's expert member.
Metso is a global supplier of technology and services to customers in the
process industries, including mining, construction, pulp and paper, power, and
oil and gas. Our 30,000 professionals based in over 50 countries deliver
sustainability and profitability to customers worldwide. Expect results.
www.metso.com , www.twitter.com/metsogroup
For further information, please contact:
Aleksanteri Lebedeff, Senior Vice President, General Counsel, tel.
+358 20 484 3240
VP, Investor Relations
NASDAQ OMX Helsinki Ltd