Shareholders' Nomination Board

Outokumpu’s Annual General Meeting in 2012 resolved to establish a Shareholders’ Nomination Board to annually prepare proposals to the
Annual General Meeting for the election, composition and remuneration of the members of the Board of Directors.

In addition, the Annual General Meeting adopted a Charter of the Shareholders’ Nomination Board, which regulates the nomination and composition, and defines the tasks and duties of the Nomination
Board.

According to the Charter, the Nomination Board consists of the representatives of Outokumpu’s four largest shareholders, registered in the Finnish book-entry securities system on October 1, who accept the assignment and that the Chairman of the Board should act as an expert member of the Nomination Board. Accordingly, to be eligible for membership in the Nomination Board, any nominee-registered shareholder needs to register the holding directly in the Finnish book-entry system for at least the said date.

Holdings by a shareholder who under the Finnish Securities Markets Act has the obligation to disclose changes in shareholdings (flagging obligation) that are divided into several funds or registers will be
summed up when calculating the share of all the voting rights, provided that the shareholder presents a written request to that effect to the Chairman of the Company’s Board of Directors no later than September 30 preceding the Annual General Meeting. Should a shareholder not wish to use its nomination right, the right transfers to the next largest shareholder who would otherwise not have a nomination right.

The Nomination Board submit its proposals to Outokumpu’s Board of Directors on January 31 at the latest. The proposals are published either separately or as a part of the notice to the Annual General Meeting.

Shareholders' Nomination Board in 2017

Shareholders with the right to appoint representatives to the Nomination Board in 2017 were Solidium Oy, Varma Mutual Pension Insurance Company, the Social Insurance Institution of Finland and Ilmarinen Mutual Pension Insurance Company. They chose the following individuals as their representatives to the Nomination Board:

  • Antti Mäkinen, Managing Director at Solidium Oy
  • Pekka Pajamo, CFO at Varma Mutual Pension Insurance Company
  • Tuula Korhonen, Investment Director at The Social Insurance Institution of Finland and
  • Timo Ritakallio, President and CEO at Ilmarinen Mutual Pension Insurance Company.

Antti Mäkinen was elected Chairman of the Nomination Board, and Jorma Ollila, Chairman of the Outokumpu Board of Directors, served as an expert member in the Nomination Board. The Nomination Board convened four times in total, and the attendance rate was 100%.

The Nomination Board has submitted its propals regarding the Board composition and director compensation to the Outokumpu's Board of Directros, and the Board has incorporated these proposals into the notice convening the Outokumpu's Annual General Meeting 2018.

 Please see the Annual General Meetings