Of the current members of the Board of Directors, Mr. Jorma Eloranta has informed the Nomination Board that he is not available as a candidate for the Board of Directors.
”My decision to resign from the Board of Directors of Suominen is not related with the company but with my personal time management. During the last five years we have achieved nice results at Suominen, and there is still a lot of development potential in the company. I am happy to hand over the baton to the next Chair of the Board,” Eloranta says.
In addition, the Nomination Board proposes that Mr. Jan Johansson would be elected as a new member to the Board of Directors.
Johansson holds a Master of Laws degree and would add to the Board of Directors significant industry knowhow and experience relevant to Suominen, since he has acted as the president & CEO of Svenska Cellulosa Aktiebolaget (publ.), or SCA, in 2007-2015. Prior to that, Johansson acted as president & CEO in Boliden AB (2001-2007) and has held a number of executive positions in Swedish and international companies. He is also a member of the Board in Ahlstrom Corporation and Vinda International Holdings Ltd.
All candidates have given their consent to the election. All candidates are independent of the company. The candidates are also independent of Suominen’s significant shareholders, with the exception of Andreas Ahlström who acts currently as investment director at Ahlström Capital Oy. The largest shareholder of Suominen, AC Invest Two B.V. is a group company of Ahlström Capital.
The Nomination Board of Suominen proposes to the Annual General Meeting that Johansson would be elected as the Chair of the Board of Directors.
Additionally, the Nomination Board of the shareholders of Suominen Corporation proposes to the Annual General Meeting that the remuneration of the members of the Board of Directors remains unchanged, with the exception of the remuneration of the Chair of the Board. The annual fee of the Chair would be increased by €10,000. According to the proposal, the Chair would be paid an annual fee of €60,000, Deputy Chair of the Board an annual fee of €37,500 and other Board members an annual fee of €28,000. Further, the members of the Board will receive a fee of €500 for each meeting of the Board of Directors held in the home country of the respective member and a fee of €1,000 per each meeting of the Board of Directors held elsewhere than in the home country of the respective member. The Nomination Board proposes that 60% of the remuneration be paid in cash and 40% in Suominen Corporation’s shares.
The number of shares forming the above remuneration portion which is payable in shares will be determined based on the share value in the stock exchange trading maintained by Nasdaq Helsinki Ltd, calculated as the trade volume weighted average quotation of the share during the one month period immediately following the date on which the interim report of January-March 2017 of the company is published. The shares will be given out of the own shares held by the company by the decision of the Board of Directors by June 2, 2017 at the latest.
The representatives of the Nomination Board are, as of September 2, 2016, Mr. Thomas Ahlström, member of the Board of Directors of Ahlström Capital and managing director of Antti Ahlström Perilliset Oy, representing AC Invest Two B.V.; Mr. Erkki Etola, CEO of Oy Etra Invest Ab; and Mr. Reima Rytsölä, executive vice-president, Investments, of Varma Mutual Pension Insurance Company. Jorma Eloranta, chair of Suominen’s Board of Directors, serves as the fourth member of the Nomination Board. Thomas Ahlström acts as the chair of the Nomination Board.
All of the proposals made by the Nomination Board were unanimous.
The Board of Directors of Suominen Corporation will include the proposals submitted by the Nomination Board to the Notice of the Annual General Meeting of Suominen which will be published at a later date. The Annual General Meeting of Suominen Corporation is scheduled to be held on March 15, 2017.