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.
The Annual General Meeting has adopted a Charter of the Shareholders’ Nomination Board, last revised in 2024, which regulates the nomination and composition.
The Nomination Board consist of five members. Four of the members represent the Company’s four largest shareholders and the Chairman of the Company’s Board of Directors acts as the fifth member of the Nomination Board.
The representatives of the four largest shareholders of the Company are annually appointed to the Nomination Board. The largest shareholders of the Company are determined on the basis of the shareholders’ register of the Company maintained by Euroclear Finland Oy, according to the ownership situation on the first business day of August each year. 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 July 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.
In case two or more shareholders own an equal number of shares and, as a consequence, the four largest shareholders cannot be determined, the nomination right among these shareholders shall be resolved by drawing lots.
The Chairman of the Board of Directors shall request the four largest shareholders of the Company, determined as described above, each to nominate one member to the Nomination Board. Should a shareholder wish not to use its nomination right, the right transfers to the next largest shareholder who would otherwise not have a nomination right. The renunciation of the nomination right cannot be revoked during the term of office of the Nomination Board.
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 who convenes the Nomination Board meetings thereafter.
The Company shall publish the current composition of the Nomination Board in a release in accordance with market practice and the Nasdaq Helsinki Rules.
The term of office of the members of the Nomination Board expires when a new Nomination Board has been appointed in accordance with this Charter. A shareholder may change its representative in the Nomination Board mid-term, should there be a weighty cause for such a change.
- (a) to prepare and present to the General Meeting a proposal on the remuneration of the members of the Board of Directors;
- to prepare and present to the General Meeting a proposal on the number of the members of the Board of Directors;
- to prepare and present to the General Meeting a proposal for the Chairman, Vice Chairman and other members of the Board of Directors.
- to seek for prospective successors for the members of the Board of Directors; and
- to annually assess its work and to review the contents of this Charter.
Read more about the work and decision-making of the Nomination Board in the Charter of the Shareholders’ Nomination Board.
Nomination Board 2023
Shareholders with the right to appoint representatives to the Nomination Board in 2023 were Solidium Oy, Varma Mutual Pension Insurance Company, Ilmarinen Mutual Pension Insurance Company and the Social Insurance Institution of Finland.
These shareholders nominated the following individuals as their representatives in the Nomination Board: Reima Rytsölä, Managing Director of Solidium Oy, Pekka Pajamo, CFO at Varma Mutual Pension Insurance Company, Jouko Pölönen, President and CEO of Ilmarinen Mutual Pension Insurance Company, and Outi Antila, Director General at The Social Insurance Institution of Finland, Reima Rytsölä was elected Chairman of the Nomination Board, and Kari Jordan, Chairman of the Outokumpu Board of Directors, served as the fifth member of the Nomination Board.
The Nomination Board convened two times, and the attendance rate was 100%. The Nomination Board submitted its proposals regarding the Board composition and director compensation to Outokumpu’s Board of Directors, and the Board incorporated these proposals into the notice convening the Outokumpu 2024 Annual General Meeting of Shareholders, which supported the proposals.