Shareholders' Nomination Board's proposals regarding the composition and
remuneration of Metso's Board of Directors
Shareholders' Nomination Board's proposals regarding the composition and remuneration of Metso's Board of Directors
Metso Corporation, Stock Exchange Release, January 24,.2018, at 3:00 p.m. EET
Metso Corporation's Nomination Board will propose to the next Annual General Meeting to be held on March 22, 2018 that the Board of Directors should have eight members and that Mikael Lilius, Christer Gardell, Peter Carlsson, Ozey K. Horton, Jr., Lars Josefsson, Nina Kopola and Arja Talma should be re-elected. Mr. Antti Mäkinen will be proposed as a new Board member. Mikael Lilius will be proposed to continue as Chair and Christer Gardell as Vice Chair of the Board.
Antti Mäkinen (Master of Laws, born 1961, Finnish citizen) is Managing Director of Solidium Oy. Previously he has served as Managing Director in Nordea's Investment Banking operations in 2010-2017 and as Managing Director in eQ Corporation in 2005-2009.
All candidates have given their consent to be elected and have been assessed as being independent of the company and its significant shareholders, except for Christer Gardell and Antti Mäkinen, who have been assessed to be independent of the company but not independent of a significant shareholder.
The Nomination Board will propose that the fixed annual remuneration of the Board members should be as follows:
Chair EUR 120,000
Vice Chair EUR 66,000
Members EUR 53,000
It will be further proposed that an additional remuneration should be paid to the Board members that are elected as members of the Audit Committee and HR and Remuneration Committee as follows:
Chair of the Audit Committee EUR 20,000
Members of the Audit Committee EUR 10,000
Chair of the Remuneration and HR Committee EUR 10,000
Member of the Remuneration and HR Committee EUR 5,000
According to the Nomination Board's proposal, the Board members are obliged, as a condition for the annual remuneration and directly based on the Annual General Meeting's decision, to use 40% of their fixed total annual remuneration for purchasing Metso's shares from the market at a price formed in the public trading and that the purchase should be carried out within two weeks from the publication of Metso's Interim Review for January 1, 2018 to March 31, 2018.
The Nomination Board will propose the following meeting fees for Board meetings. Board members that reside in the Nordic countries should be paid a meeting fee of EUR 800, members that reside in other European countries should be paid EUR 1,600 and members residing outside Europe should be paid EUR 3,200. Meeting fees will not be paid for the meetings of the Board's committees.
Metso's Board of Directors will include these proposals into the notice of the Annual General Meeting of 2018.
The Nomination Board notes that, also during the commencing term of office of the Board of Directors, a personnel representative will participate as an external expert in the meetings of the Board 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 of 2018.
Metso's Shareholders' Nomination Board was established on September 7, 2017, and it comprises Niko Pakalén (Partner, Cevian Capital AB) as Chair and members Eija Ailasmaa (Vice Chair of the Board, Solidium Oy), Risto Murto (President and CEO, Varma Mutual Pension Insurance Company), Mikko Mursula (Chief Investment Officer, Ilmarinen Mutual Pension Insurance Company) and Mikael Lilius, Chair of Metso's Board of Directors as an expert member.
As Chair of the Board of Directors, Mikael Lilius did not take part in the decision-making on the Nomination Board's proposal related to the Chair of the Board and the remuneration payable to the members of Board of Directors.
More information on the proposed Board members and their independence assessments are available on www.metso.com.
Metso is a world leading industrial company serving the mining, aggregates, recycling, oil, gas, pulp, paper and process industries. We help our customers improve their operational efficiency, reduce risks and increase profitability by using our unique knowledge, experienced people and innovative solutions to build new, sustainable ways of growing together.
Our products range from mining and aggregates processing equipment and systems to industrial valves and controls. Our customers are supported by a broad scope of services and a global network of over 80 service centers and about 6,000 services professionals. Metso has an uncompromising attitude towards safety.
Metso is listed on the Nasdaq Helsinki in Finland, and had sales of about EUR 2.6 billion in 2016. Metso employs over 11,000 people in more than 50 countries. Expect results.
metso.com , twitter.com/metsogroup
Further information, please contact:
Niko Pakálen, Chair of the Shareholders' Nomination Board, tel. +46 8 545 675 50
VP, Investor Relations
NASDAQ OMX Helsinki Ltd