Terveystalo Oyj: Proposals of the Shareholders' Nomination Board of Terveystalo Plc to the Annual General Meeting 2020
Terveystalo Plc Stock Exchange Release 31 January 2020 at 09:00 EET
The Shareholders' Nomination Board of Terveystalo has submitted its proposal on the Board of Directors to the Annual General Meeting 2020.
Proposal on the number of members of the Board of Directors and its composition
The Shareholders' Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors shall be seven (7).
The Shareholders' Nomination Board proposes, for a term that ends at the end of the Annual General Meeting 2021 Dag Andersson, Lasse Heinonen, Kari Kauniskangas, Åse Aulie Michelet, Katri Viippola and Tomas von Rettig to be re-elected as members of the Board and Niko Mokkila to be elected as a new member of the Board.
Nomination Board recommends that Kari Kauniskangas is re-elected as the Chairman of the Board and Tomas von Rettig as the Vice Chairman of the Board.
The current members of the Board Olli Holmström and Paul Hartwall have announced that they are not available for re-election to the Board of Directors.
All candidates have given their consent to the position and The Nomination Board has assessed all candidates to be independent of the company. Dag Andersson, Kari Kauniskangas, Lasse Heinonen and Åse Michelet are also independent of major shareholders.
The curriculum vitae of the proposed new member of the Board, Niko Mokkila, is attached to this stock exchange release. The biographical details of Board members proposed for re-election can be found at company website: https://www.terveystalo.com/en/Company/Contact-information/Board-of-Directors/
Proposal concerning remuneration of the members
The Shareholders' Nomination Board proposes to the Annual General Meeting 2020 that the following remuneration be paid to the members of the Board during the next term:Annual remuneration of the Chairman EUR 85,000
Annual remuneration of the Vice-Chairman EUR 50,500
Annual remuneration of the members EUR 40,250
Annual remuneration of the Chairman of the Audit Committee EUR 50,500
Additionally, the following attendance fees shall be paid for each Board and Committee meeting: EUR 625 for members residing in Finland, EUR 1,300 for members residing elsewhere in Europe and EUR 2,600 for members residing outside of Europe. For Board and Committee meetings that are held by telephone or other electronic means, the attendance fee shall be EUR 625. Travel expenses are proposed to be reimbursed in accordance with the company's travel policy.
In addition, the Nomination Board proposes the annual remuneration of the Board to be paid as a combination of company shares and cash in such a manner that 40% of the annual remuneration is paid in shares in the possession of the company or, if this is not possible, in the company's shares purchased from the market, and 60% is paid in cash. The Company will reimburse the transaction costs and capital transfer tax related to trading. Attendance fees are proposed to be paid in cash.
The Shareholder's Nomination Board that has prepared proposals for the Annual General Meeting 2020 consists of Chairman, Risto Murto, CEO, Varma Mutual Pension Insurance Company, and members CEO Matts Rosenberg, Rettig Group Oy Ab, Peter Therman, Hartwall Capital Oy Ab, Laura Raitio, Helsinki Deaconess Institute (until 4 December 2019), CEO Olli Lehtilä, Pohjola Insurance Ltd (from 9 December 2019) and Kari Kauniskangas, Chairman of the Board, Terveystalo Plc.
The proposals of the Nomination Board will be included in the invitation to the Annual General Meeting.
Terveystalo Plc
For more information, please contact:
Risto Murto, Chairman of the Shareholders' Nomination Board
Tel. +358 10 244 3119
Kati Kaksonen, Director, Investor Relations and Financial Communications
Tel. +358 10 345 2034
Kati.kaksonen@terveystalo.com
Distribution:
Nasdaq Helsinki Ltd
Principal media
www.terveystalo.com