Shareholders’ Nomination Board’s proposals regarding the composition and remuneration of the Board of Directors of Metso and future Neles
Metso Corporation, Stock Exchange Release, January 16, 2020, at 6:30 p.m EET
The Shareholders’ Nomination Board of Metso Corporation has decided on its proposals regarding the composition and remuneration of the Board of Directors of both Metso and the future Neles Corporation. The Nomination Board will provide these proposals to Metso’s Board of Directors, which will submit them to Metso’s next Annual General Meeting, to be held on March 20, 2020.
Metso’s Board composition and remuneration
The Nomination Board will propose that Metso’s Board of Directors should have seven members. Mikael Lilius is proposed to be re-elected as the Chair, Christer Gardell as the Vice Chair, and Lars Josefsson, Antti Mäkinen, Kari Stadigh and Arja Talma re-elected as members of the Board. Emanuela Speranza will be proposed as a new Board member. Peter Carlsson, a current Board member, has notified the Nomination Board that he will not be available for re-election.
Emanuela Speranza’s CV is enclosed as an attachment to this release.
The Board’s term of office will commence at the end of the Annual General Meeting and will expire at the registration of the completion of the partial demerger of Metso Corporation.
All the Board member candidates have given their consent to their election and have been assessed to be independent of the company and its significant shareholders, except for Christer Gardell and Antti Mäkinen, who have each been assessed to be independent of the company but not independent of a significant shareholder.
The Nomination Board will propose the same fixed annual remuneration to the Board members as in the previous term. The remuneration to be paid will be calculated pro rata to the length of the term of office based on the following annual remuneration:
Chair EUR 120,000
Vice Chair EUR 66,000
Other members EUR 53,000 each
The same additional remuneration as in the previous term will be proposed for the Board members that are elected as members of the Audit Committee and the Remuneration and HR Committee. The additional remuneration to be paid will be calculated pro rata to the length of the term of office based on the following annual remuneration:
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
The Nomination Board will propose that the fixed annual remuneration be paid to the members of the Board of Directors in cash within two weeks after the expiry of their term of office.
Board composition and remuneration of the future Neles Corporation
The Nomination Board will propose that the Board of Directors of the future Neles Corporation should have seven members. Jukka Moisio is proposed to be elected as Chair, Mark Vernon as Vice Chair, and Britta Giesen, Anu Hämäläinen, Niko Pakalén, Teija Sarajärvi and Petter Söderström as members of the Board.
All member candidates’ CVs are enclosed as an attachment to this release
All member candidates have given their consent to their election and have been assessed to be independent of the company and its significant shareholders, except for Petter Söderström and Niko Pakalén, who have each been assessed to be independent of the company but not independent of a significant shareholder.
The term of office of the Neles Board will commence at the registration of the completion of the partial demerger of Metso and will expire at the end of the next Annual General Meeting of Neles.
The Nomination Board will propose the following fixed annual remuneration for the Board of Directors of the future Neles. The remuneration to be paid will be calculated pro rata to the length of the term of office based on the following annual remuneration:
Chair EUR 115,000
Vice Chair EUR 65,000
Other members EUR 50,000 each
An additional remuneration will be proposed for the Board members that are elected as members of the Audit Committee and the Remuneration and HR Committee. The remuneration to be paid will be calculated pro rata to the length of the term of office based on the following annual remuneration:
Chair of the Audit Committee EUR 15,000
Member of the Audit Committee EUR 7,500
Chair of the Remuneration and HR Committee EUR 7,500
Member of the Remuneration and HR Committee EUR 3,750
The Nomination Board will propose that, as a condition for the annual remuneration, the members of the Board of Directors of the future Neles Corporation be obliged, directly based on the Annual General Meeting’s decision, to use 40% of the fixed total annual remuneration for purchasing Neles 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 following the registration of the completion of the partial demerger of Metso.
Meeting fees
Meeting fees are proposed to be paid as follows: for each meeting of the Board of Directors of Metso Corporation and the future Neles Corporation and their Committees, a fee of EUR 800 be paid to the members of the Board that reside in the Nordic countries, a fee of EUR 1,600 be paid to the members of the Board that reside in other European countries and a fee of EUR 3,200 be paid to the members of the Board that reside outside Europe.
Personnel representative
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 of Metso, within the limitations imposed by Finnish law. The Board of Metso will invite the personnel representative in its organizing meeting after the AGM 2020.
Shareholders’ Nomination Board
Metso’s Shareholders’ Nomination Board comprises Petter Söderström (Investment Director, Solidium Oy) as the Chair and Niko Pakalén (Partner, Cevian Capital Partners Ltd.), Mikko Mursula (Deputy CEO, Ilmarinen Mutual Pension Insurance Company), Risto Murto (President and CEO, Varma Mutual Pension Insurance Company), and, as an expert member, Mikael Lilius (Chair of Metso’s Board of Directors). The Shareholders’ Nomination Board consists of the representatives of the four largest registered shareholders of the company based on the ownership situation as of September 1 annually.
Mikael Lilius has not participated in the decision-making of the Nomination Board’s proposal concerning the remuneration of the Chair of the Board and the election of the Chair of the Board of Metso, due to his current position as Metso’s Chair.
Petter Söderström and Niko Pakalén have not participated in the decision-making of the Nomination Board’s proposal concerning the remuneration of the members of the Board of Directors and the election of the Board members of the future Neles Corporation, due to them being proposed as Board members of the future Neles.
Metso’s Board of Directors will include all the above-mentioned proposals in the notice of the Annual General Meeting of 2020.
More information on the proposed Board members for Metso and Neles and their independence assessments are available in the appendices of this release and on www.metso.com.
Further information, please contact:
Petter Söderström, Chair of the Shareholders’ Nomination Board, tel. +358 400 431 148
Metso Corporation
Distribution:
NASDAQ Helsinki
Media
Metso is a world-leading industrial company offering equipment and services for the sustainable processing and flow of natural resources in the mining, aggregates, recycling and process industries. With our unique knowledge and innovative solutions, we help our customers improve their operational efficiency, reduce risks and increase profitability. Metso is listed on the Nasdaq Helsinki in Finland and had sales of about EUR 3.2 billion in 2018. Metso employs over 14,000 people in more than 50 countries.