Proposal for the Composition of the Valmet Board of Directors
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The Valmet Nomination Board , Finland, has proposed to the next annual general meeting, which is planned for March 22, 2016, that the number of members of the BOD until closing of the 2017 annual general meeting will be eight, and that Bo Risberg, Mikael von Frenckell, Lone Fønss Schrøder, Friederike Helfer, and Rogerio Ziviani are re-elected as board members, Aaro Cantell, Jouko Karvinen, and Tarja Tyni are elected as new board members.
The nomination board proposed that Bo Risberg be re-elected as chairman of the board and Mikael von Frenckell be re-elected as vice-chairman of the board.
Erkki Pehu-Lehtonen, member of the BOD of Valmet, informed the Valmet Nomination Board that he will not be available in the election of the BOD in the next annual general meeting. Erkki Pehu-Lehtonen has served as a member of Metso's BOD, 2010-2013, and has served as a member of Valmet's BOD since the demerger (Dec. 31, 2013).
The nomination board noted that a personnel representative will participate as an invited expert in board meetings within the limitations imposed by Finnish law. The new BOD will invite the personnel representative as its external expert in its organizing meeting after the annual general meeting.
"I am very pleased with the diversity of the know-how and experience that the nominees for the BOD possess. These requirements, forming part of the principles on diversity agreed for Valmet, were high on the nomination board's agenda in the procedure preparing the proposal for the board composition," said Kari Järvinen, chairman of the nomination board.
Proposed new members of the BOD:
- Cantell is an entrepreneur and chairman of the Board in Normet Group Oy since 2005. He has previously worked at Fenno Management Oy and Finnish Innovation Fund Sitra, among others. Cantell is currently chairman of the board of Normet Group Oy, VTT Technical Research Centre of Finland Ltd., and Affecto Oyj, and is a member of the board of federation of Finnish Technology Industries.
- Karvinen was CEO of Stora Enso Oyj between 2007 and 2014. From 2002 to 2006, he was CEO of the Medical Division of Royal Philips and before that held several executive positions within ABB Asea Brown Boveri Ltd. Karvinen is currently a member of the BOD of Nokia Oyj and SKF AB,He is also a member of the foundation and supervisory boards of IMD business school, Lausanne, Switzerland, and a member of the International Advisory Board of Komatsu Corp. of Japan.
- Tyni has worked as SVP, corporate clients and business development at Mandatum Life Insurance Co. since 2008. She has previously held several positions within investment banking of Nordea Group and its predecessors. Tyni is also chairman of the board of Innova Oy and Mandatum Life Investment Services, and a member of the board of Euroben Life & Pension Ltd.
The nomination board proposed to the annual general meeting that the annual remuneration payable to members of the BOD to be elected at the annual general meeting, for the term until the close of the 2017 annual general meeting, be as follows:
- EUR 100,000 for the chairman of the board
- EUR 60,000 for the vice chairman of the board and for the chairman of the audit committee
- EUR 48,000 for each board member
In addition, the Nomination Board proposes that a meeting fee in the amount of EUR 700 be paid for those members whose place of residence is in Nordic countries, EUR 1,400 for those members whose place of residence is elsewhere in Europe, and EUR 2,800 for those members whose place of residence is outside of Europe for the board meeting attended, including the meetings of the committees of the BOD.
