Annual General Meeting 2010
Based on a proposal by Solidium Oy (the Finnish State and Outokumpu's largest shareholder), the Outokumpu 2010 Annual General Meeting decided to establish a Nomination Board to prepare proposals on the composition of the Board of Directors and director remuneration for the next General Meeting of Shareholders.
The 2010 Annual General Meeting also decided that the Nomination Board should consist of representatives of Outokumpu's three largest shareholders as registered in the Finnish book-entry securities system on 1 November 2010, which accept the assignment, and that the Chairman of the Board acts as an expert member of the Nomination Board.
Outokumpu's largest shareholders were determined on the basis of shareholdings registered in the Finnish book-entry system. Holdings of a shareholder who, under the Finnish Securities Markets Act, has the obligation to disclose changes in shareholdings, e.g. those divided between a number of funds (the flagging obligation), had however to be combined provided that the owner would have presented a written request to that effect to the company's Board of Directors no later than 29 October 2010.
Shareholder representatives on the Nomination Board were: Solidium Oy (the Finnish State), The Finnish Social Insurance Institution, and Ilmarinen Mutual Pension Insurance Company. These shareholders chose the following individuals as their representatives on the Nomination Board: Kari Järvinen, Managing Director of Solidium Oy, Liisa Hyssälä, Director General of The Finnish Social Insurance Institution, and Harri Sailas, Chief Executive Officer of the Ilmarinen Mutual Pension Insurance Company. Kari Järvinen was elected as Chairman of the Nomination Board and Ole Johansson, Chairman of the Outokumpu Board of Directors, served as an expert member. The
Nomination Board has submitted its proposals regarding Board composition and director remuneration to Outokumpu's Board of Directors which has incorporated these proposals into the notice announcing the 2011 Annual General Meeting of Shareholders.
See Annual General Meeting 2011
Annual General Meeting 2009
Based on a proposal by Solidium Oy (the Finnish State), Outokumpu's largest shareholder, the Outokumpu 2009 Annual General Meeting decided to establish a Shareholders' Nomination Committee to prepare proposals on the composition of the Board of Directors and director remuneration for the following General Meeting of Shareholders. The 2009 Annual General Meeting also decided that the Shareholders' Nomination Committee should consist of representatives of Outokumpu's three largest shareholders as registered in the Finnish book-entry securities
system on 2 November 2009, who accept the assignment. The Chairman and another member of the Outokumpu Board of Directors act as expert members of the Committee.
Outokumpu's largest shareholders are determined on the basis of shareholdings registered in the Finnish book-entry system. However, holdings of a shareholder who, under the Finnish Securities Markets Act, has the obligation to disclose changes in shareholdings (the flagging obligation) which are divided among a number of funds, may be combined provided that the owner presents a written request to that effect to the company's Board of Directors no later than 30 October 2009.
Shareholder representatives on the committee were: Solidium Oy (the Finnish State), The Finnish Social Insurance Institution, and Ilmarinen Mutual Pension Insurance Company. These shareholders chose the following persons as their representatives on the Shareholders' Nomination Committee: Kari Järvinen, Chief Executive Officer (Solidium Oy), Jorma Huuhtanen, Director General (The Finnish Social Insurance Institution) and Harri Sailas, Chief Executive Officer (Ilmarinen Mutual Pension Insurance Company). Kari Järvinen was elected Chairman of
the Committee. Ole Johansson, Chairman of the Outokumpu Board of Directors and Board member Evert Henkes served as expert members. The Committee submitted its proposals on Board composition and director remuneration to the Board of Directors. The Outokumpu Board incorporated these proposals into the notice announcing the 2010 Annual General Meeting of Shareholders.
The nomination committee is convened by the Chairman of the Board of Directors and the committee shall elect a chairman from among its members. The Shareholders' Nomination Committee shall submit its proposals to the Board latest on 1 February, preceding the Annual General Meeting.