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
Shareholders' Nomination Board
The Annual General Meeting in 2019 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 five members. Four of the members represent the Company’s four largest shareholders and the Chairman of the Company’s Board of Directors, in his capacity as an expert member, acts as the fifth member of the Nomination Board. The largest shareholders of the Company are determined on the basis of the shareholders’ register of the Company and the ownership situation at the closing of Nasdaq Helsinki’s last trading day in August. The Company’s shareholders’ register only consists of shareholders who are directly registered in the Finnish book-entry system. Accordingly, to be eligible for membership in the Nomination Board, a nominee-registered shareholder needs to register the respective shareholding directly in the Finnish book-entry system for at least the said date.
In case a shareholder, who under the Finnish Securities Markets Act has an obligation to announce changes in its shareholdings and to sum up its holdings together with the holdings of certain other parties when doing so (flagging obligation), presents no later than on August 31 a written request to that effect to the Chairman of the Company’s Board of Directors, then the holdings of such shareholder and other parties shall be summed up for the purposes of determining the holdings of the largest shareholders.
The Chairman of the Board of Directors convenes the first meeting of the Nomination Board and the Nomination Board shall elect a Chairman from among its members. The Nomination Board shall annually submit its proposals to the Board of Directors at the latest on January 31 preceding the next Annual General Meeting.
Shareholders' Nomination Board 2018
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, Kari Jordan, 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, 2018 the four largest shareholders of Outokumpu were Solidium Oy, Varma Mutual Pension Insurance Company, Ilmarinen Mutual Pension Insurance Company and The Social Insurance Institution of Finland, 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
- Jouko Pölönen, President and CEO at Ilmarinen Mutual Pension Insurance Company
- Tuula Korhonen, Investment Manager at The Social Insurance Institution of Finland
Antti Mäkinen was elected Chairman of the Nomination Board, and Kari Jordan, Chairman of the Outokumpu Board of Directors, served as an expert member in the Nomination Board. The Nomination Board convened two times for a formal meeting, and the attendance rate was 100%.