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 compensation of the members of the Board of Directors.
Shareholders' Nomination Board
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 an obligation to disclose changes in shareholdings (flagging obligation) that are divided into several funds or registers will be added together 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. If a shareholder does not wish to use their nomination right, the right transfers to the next largest shareholder who would otherwise not have a nomination right.
Shareholders' Nomination Board 2017
Outokumpu’s Shareholders’ Nomination Board consists of the representatives of the four largest shareholders registered in the shareholders’ register of the company on October 1. In addition, Jorma Ollila, Outokumpu’s Chairman of the Board of Directors, acts as an expert member in the Nomination Board. The Nomination Board has been established to annually prepare proposals on the composition of the Board of Directors and director remuneration for the Annual General Meeting.
On October 1, 2017 the four largest shareholders of Outokumpu were Solidium Oy, Varma Mutual Pension Insurance Company, The Social Insurance Institution of Finland and Ilmarinen Mutual Pension Insurance Company, and they have appointed the following 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
- 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.