Shareholders' Nomination Board

The task of the Shareholders' Nomination Board is to annually prepare and present proposals on the number, election, and remuneration of the members of the Company’s Board of Directors to the Company’s Annual General Meeting, and if necessary, extraordinary general meeting.

The main responsibility of the Nomination Board is to ensure that the Company’s Board of Directors and its members have sufficient expertise, knowledge, and experience to meet the needs of the Company. The Nomination Board has four (4) members. Three (3) members of the Nomination Board are appointed by the three (3) largest shareholders of the Company, each of whom has the right to appoint one (1) member. The Chair of the Board of Directors shall be the fourth member of the Nomination Board as an expert member. The term of the members of the Nomination Board ends annually upon the appointment of new members of the Nomination Board.

The shareholders that hold the largest share of votes conferred by all shares in the Company pursuant to the shareholders’ register maintained by Euroclear Finland Ltd, at the closing of Nasdaq Helsinki’s last trading day in August preceding the Annual General Meeting, shall have the right to appoint a member to the Nomination Committee. If a shareholder does not exercise their appointment right, the right shall transfer to the next largest shareholder who would not otherwise have this right.

Each year, the Chair of the Company’s Board of Directors will request each of the three (3) largest shareholders determined in the manner as set forth above to appoint a member to the Nomination Board by the last day of September.

Duties of the Nomination Board

The duties of the Nomination Board are to: 

• prepare and present a proposal to the general meeting for the number of the members and the composition of the Board of Directors of the Company, 
• prepare and present a proposal to the general meeting a proposal for the fees and remuneration of the members of the Board of Directors (including its Chair and Vice Chair) in accordance with the Company’s Remuneration Policy for governing bodies,
• respond in the general meeting to shareholders’ questions regarding the proposals prepared by the Nomination Board, 
• review the Company’s Remuneration Policy for governing bodies with respect to the remuneration of the members of the Board of Directors, and the diversity policy of the Board of Directors, and 
• oversee successor planning for the members of the Board of Directors. 

   
The Nomination Board's proposals to the General Meeting

The Nomination Board shall submit its proposals to be made to the Annual General Meeting to the Company’s Board of Directors by, at the latest, the last day of January preceding the Annual General Meeting.

If a matter to be prepared by the Nomination Board is to be resolved on by an extraordinary general meeting, the Nomination Board must strive to submit its proposal to the Company’s Board of Directors in sufficient time for the proposal to be included in the notice to convene the general meeting.

The proposals of the Nomination Board are published with a stock exchange release and included in the notice to convene to the general meeting. The Nomination Board shall present its proposals and the justifications for the proposals to the general meeting. 

Charter of the Shareholders’ Nomination Board »