The Nomination Board of Metso Corporation proposes to the next Annual General Meeting, which is planned to be held on March 27, 2015, that the number of members of the Board of Directors will be seven.
Proposal on the composition of Board of Directors
The Nomination Board proposes to the Annual General Meeting of 2015 that Mikael Lilius, Christer Gardell, Wilson Brumer, Ozey K. Horton, Jr., Lars Josefsson, Nina Kopola and Eeva Sipilä will be re-elected as members of the Board of Directors for a term of office ending at the end of the Annual General Meeting of 2016 and that Mikael Lilius will be re-elected as the Chairman of the Board of Directors and Christer Gardell as the Vice-Chairman of the Board of Directors.
Proposal on Board of Directors’ remuneration
The Nomination Board proposes to the Annual General Meeting of 2015 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 2016 will be paid the following annual remuneration: to the Chairman of the Board of Directors EUR 110,000; to the Vice-Chairman of the Board of Directors EUR 62,000; to the other members of the Board of Directors EUR 50,000 each; to the member of the Board to be elected in the position of Chairman of Audit Committee an additional remuneration of EUR 15,000; and to the member of the Board to be elected in the position of Chairman of HR and Remuneration Committee an additional remuneration of EUR 5,000.
The Nomination Board furthermore proposes that for each meeting of the Board of Directors or the committees of the Board of Directors a fee of EUR 700 will be paid to the members of the Board that reside in the Nordic countries, a fee of EUR 1,400 will be paid to the members of the Board that reside in other European countries and a fee of EUR 2,800 will 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 Annual General Meeting’s decision, to use 40% of the fixed total annual remuneration for purchasing Metso Corporation’s 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, 2015 to March 31, 2015.
Metso’s Board of Directors will include these proposals into the notice of the Annual General Meeting of 2015, which will be published later.
Personnel participation
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 2015.
The Nomination Board
Jonas Synnergren (Partner, Cevian Capital AB) acted as the Chairman of the Nomination Board. The members the Nomination Board were Kari Järvinen (Managing Director, Solidium Oy), Risto Murto (President and CEO, Varma Mutual Pension Insurance Company), Harri Sailas (President and CEO, Ilmarinen Mutual Pension Insurance Company) and Mikael Lilius as an expert member in his capacity as the Chairman of the Board of Directors of Metso Corporation.
Metso is a leading process performance provider, with customers in the mining, oil and gas, and aggregates industries. Metso’s cutting-edge services and solutions improve availability and reliability in minerals processing and flow control, providing sustainable process and profit improvements. Metso is listed on the NASDAQ OMX Helsinki, Finland. In 2013, Metso’s net sales totaled EUR 3.8 billion. Metso employs approximately 16,000 industry experts in 50 countries. Expect results.
www.metso.com, www.twitter.com/metsogroup